Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 14, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Information [Line Items] | ||
Entity Registrant Name | AFRICAN AGRICULTURE HOLDINGS INC. | |
Entity Central Index Key | 0001848898 | |
Entity File Number | 001-40722 | |
Entity Tax Identification Number | 98-1594494 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 445 Park Avenue | |
Entity Address, Address Line Two | Ninth Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | (212) | |
Local Phone Number | 745-1164 | |
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 57,866,830 | |
Common stock, par value $0.0001 per share | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | AAGR | |
Security Exchange Name | NASDAQ | |
Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share | |
Trading Symbol | AAGRW | |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 67,183 | $ 2,787,909 |
Inventory - current | 255,144 | 264,010 |
Prepaid expenses | 817,701 | 1,074,418 |
Accounts receivable | 37,427 | 10,796 |
Supplier advances | 2,487,448 | 1,058,798 |
Other receivables | 11,688 | 4,999 |
Total current assets | 3,676,591 | 5,200,930 |
Long-term inventory | 57,186 | |
Property, plant, and equipment, net | 2,722,843 | 2,069,687 |
Operating lease right-of-use asset | 6,608,148 | 6,625,372 |
Intangible asset, net | 4,398,803 | 4,427,806 |
Deposits | 1,319 | 1,348 |
Total assets | 17,407,704 | 18,382,329 |
Current liabilities | ||
Accounts payable | 10,509,305 | 10,224,385 |
Accrued expenses | 10,144,682 | 9,485,653 |
Deferred underwriting commission | 7,000,000 | 7,000,000 |
Seller note payable - current | 2,540,750 | 2,569,897 |
Operating lease liabilities - current | 69,169 | 66,785 |
Other payables | 135,870 | 186,675 |
Short term convertible notes | ||
Short term debt | 596,277 | 641,277 |
Total current liabilities | 32,635,241 | 31,813,860 |
Non-current liabilities | ||
Accrual for contingent liabilities | 2,275,771 | 2,332,801 |
Operating lease liabilities, net of current | 6,647,727 | 6,612,426 |
Total liabilities | 41,765,026 | 40,965,374 |
Commitments and Contingencies | ||
Shareholders' deficit: | ||
Common stock; par value $0.0001, 300,000,000 shares authorized, 57,866,830 issued and outstanding at March 31, 2024 and December 31, 2023; Common stock; par value $0.0001, 70,000,000 shares authorized; Preferred stock 50,000,000 shares authorized, 0 issued and outstanding at March 31, 2024 and December 31, 2023 | 5,787 | 5,787 |
Additional paid-in-capital | 72,024,024 | 61,127,301 |
Accumulated deficit | (96,283,981) | (83,620,383) |
Accumulated other comprehensive loss | (103,152) | (95,750) |
Total shareholders' deficit | (24,357,322) | (22,583,045) |
Total liabilities and shareholders' deficit | 17,407,704 | 18,382,329 |
Related Party | ||
Current liabilities | ||
Related party payables - current | 1,639,188 | 1,639,188 |
Non-current liabilities | ||
Related party payables | $ 206,287 | $ 206,287 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 57,866,830 | 57,866,830 |
Common stock, shares outstanding | 57,866,830 | 57,866,830 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | ||
Sales | $ 344,913 | $ 415,190 |
Cost of goods sold | 316,928 | 277,422 |
Gross profit | 27,985 | 137,768 |
Operating expenses: | ||
Employee compensation | 10,724,025 | 7,964,712 |
Professional fees | 850,488 | 1,265,383 |
Operating lease expense | 207,384 | 54,555 |
Insurance | 246,068 | |
Depreciation and amortization | 85,822 | 87,685 |
Other operating expenses | 530,341 | 132,336 |
Total operating expenses | 12,644,128 | 9,504,671 |
Loss from operations | (12,616,143) | (9,366,903) |
Other (income) expenses: | ||
Foreign currency exchange (gain) loss | (54,584) | 36,737 |
Interest expense - related party | 36,160 | 3,099 |
Interest expense - other | 66,042 | 197,776 |
Other income | (163) | (763) |
Total other expense | 47,455 | 236,849 |
Loss before provision for income tax | (12,663,598) | (9,603,752) |
Provision for income tax | ||
Net loss | $ (12,663,598) | $ (9,603,752) |
Loss per share (in Dollars per share) | $ (0.22) | $ (0.28) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Comprehensive loss | ||
Net loss | $ (12,663,598) | $ (9,603,752) |
Foreign currency translation adjustment | (7,402) | (8,757) |
Total comprehensive loss | $ (12,671,000) | $ (9,612,509) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders’ Deficit (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Total |
Balance at Dec. 31, 2022 | $ 3,416 | $ 36,868,070 | $ (40,558,626) | $ (59,292) | $ (3,746,432) |
Balance (in Shares) at Dec. 31, 2022 | 34,161,949 | ||||
Foreign currency translation | (8,757) | (8,757) | |||
Imputed interest expense on shareholder loan | 3,099 | 3,099 | |||
Share based compensation | 7,983,014 | 7,983,014 | |||
Net loss | (9,603,752) | (9,603,752) | |||
Balance at Mar. 31, 2023 | $ 3,416 | 44,854,183 | (50,162,378) | (68,049) | (5,372,828) |
Balance (in Shares) at Mar. 31, 2023 | 34,161,949 | ||||
Balance at Dec. 31, 2023 | $ 5,787 | 61,127,301 | (83,620,383) | (95,750) | $ (22,583,045) |
Balance (in Shares) at Dec. 31, 2023 | 57,866,830 | 57,866,830 | |||
Foreign currency translation | (7,402) | $ (7,402) | |||
Imputed interest expense on shareholder loan | 36,160 | 36,160 | |||
Cash settled RSUs | (1,125) | (1,125) | |||
Share based compensation | 10,861,688 | 10,861,688 | |||
Net loss | (12,663,598) | (12,663,598) | |||
Balance at Mar. 31, 2024 | $ 5,787 | $ 72,024,024 | $ (96,283,981) | $ (103,152) | $ (24,357,322) |
Balance (in Shares) at Mar. 31, 2024 | 57,866,830 | 57,866,830 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (12,663,598) | $ (9,603,752) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 56,819 | 58,682 |
Amortization | 29,003 | 29,003 |
Share based compensation | 10,860,563 | 7,983,014 |
Foreign currency exchange (gain) loss | (54,584) | 36,737 |
Non-cash interest expense | 102,202 | 200,875 |
Non-cash lease expense | 207,384 | 54,555 |
Changes in operating assets and liabilities: | ||
Inventory | 59,025 | 64,334 |
Prepaid expenses | 256,717 | 48,147 |
Accounts receivable | (26,939) | 1,154 |
Other receivable | (1,462,197) | 11,117 |
Accounts payable | 311,169 | 403,910 |
Accrued expenses | 473,795 | 89,889 |
Accrual for contingent liabilities | (4,948) | |
Other payables | (46,752) | (21,630) |
Net cash used in operating activities | (1,902,341) | (643,965) |
Cash flows from investing activities: | ||
Property, plant, and equipment purchases | (757,928) | (4,106) |
Net cash used in investing activities | (757,928) | (4,106) |
Cash flows from financing activities: | ||
Proceeds from related party payables | 60,204 | |
Proceeds of debt issuance | 575,000 | |
Debt repaid | (45,000) | |
Net cash (used in) provided by financing activities | (45,000) | 635,204 |
Effect of exchange rate changes on cash | (15,457) | 2,918 |
Net decrease in cash and cash equivalents | (2,720,726) | (9,949) |
Cash and cash equivalents at beginning of period | 2,787,909 | 10,058 |
Cash and cash equivalents at end of period | 67,183 | 109 |
Supplemental Cash Flow Information: | ||
Income taxes paid | ||
Interest paid |
Description of Organization and
Description of Organization and Business Operations and Liquidity | 3 Months Ended |
Mar. 31, 2024 | |
Description of Organization and Business Operations and Liquidity [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY Description of Business African Agriculture Holdings Inc., (the “Company”) is focused on commercial farming, fishery logistics and management, and carbon offset production. We are a holding company that operates principally through our wholly owned subsidiary, Les Fermes de la Teranga SA (“LFT”). LFT is developing our initial commercial farming business based in northern Senegal focusing on the production and sale of alfalfa for cattle feed and nutrition purposes. Business combination and Organization On December 6, 2023, (the “Closing Date”), African Agriculture Holdings Inc. (f/k/a 10X Capital Venture Acquisition Corp. II) consummated the previously-announced transactions (collectively, the “Business Combination”) pursuant to that certain Agreement and Plan of Merger, that was initially signed on November 2, 2022, whereby 10X II entered into an Agreement and Plan of Merger (the “AA Merger Agreement”) with 10X AA Merger Sub, Inc., a Delaware corporation and the wholly-owned subsidiary of 10X II (the “AA Merger Sub”) and AFRAG. Pursuant to the AA Merger Agreement, 10X II changed its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”). Following the Domestication, AA Merger Sub merged with and into AFRAG (the “Merger”), with AFRAG surviving the Merger as 10X II’s wholly-owned subsidiary. In connection with the Domestication, 10X Capital Venture Acquisition Corp. II changed its name to “African Agriculture Holdings Inc.”. The Company now trades on the Nasdaq exchange under the ticker “AAGR”. The Business Combination is being accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, 10X II, who is the legal acquirer, is being treated as the “acquired” company for financial reporting purposes and AFRAG is being treated as the accounting acquirer. This determination was primarily based on the following facts and circumstances: ● AFRAG’s stockholders have 59.6% of the voting interest of the Company; ● AFRAG’s senior management comprise the senior management of the Company; ● the directors nominated by AFRAG represent the majority of the board of directors of the Company; ● AFRAG is the larger entity, in terms of substantive operations and employee base; ● the executive officers of AFRAG became the initial executive officers of the Company; and ● AFRAG’s operations comprise the ongoing operations of the Company. Accordingly, for accounting purposes, the Business Combination is being treated as the equivalent of a reverse recapitalization transaction in which AFRAG issued stock for the net assets of 10X II. The net assets of 10X II are being stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of AFRAG. Certain prior period amounts in the consolidated and combined financial statements have been reclassified to conform to the current period presentation. AFRAG owns 100% of Agro Industries Corp, formerly Agro Industries Corp Sub One, a company that was incorporated in the Cayman Islands on January 15, 2018 (“Agro Industries”). Agro Industries has a wholly owned subsidiary, Les Fermes De La Teranga (“LFT”), which is a Senegalese Company formed in Dakar, Senegal. On February 28, 2018, Agro Industries, purchased approximately 91% of the outstanding equity of LFT. During 2021, the shareholders of LFT completed a share swap to enable Agro Industries shareholders to contribute their shares in exchange for shares of AFRAG resulting in Agro Industries, the 100% owner of LFT, becoming a wholly owned subsidiary of AFRAG. In March 2022, the Company formed a 100% owned subsidiary named African Agriculture Niger SA for purposes of developing operations in Niger. On July 25, 2023, the Company formed a wholly owned subsidiary African Agriculture Mauritania LLC SARL for purposes of developing operations in Mauritania. Basis of Presentation These consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as included in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”). Uses and Sources of Liquidity The consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern within one year from the date of issuance of these consolidated financial statements. During the three months ended March 31, 2024, the Company incurred a net loss of approximately $12.7 million and used cash in continuing operations of $1.9 million. The Company’s operations have historically been financed principally by loans from its majority shareholder, Global Commodities and Investments Limited, a Cayman Islands registered limited liability company (“Global Commodities”), sales of unneeded fixed assets from the prior ownership, various convertible and short-term debt instruments issued by the Company as well as the sale of alfalfa, which began during the second quarter of 2022. In addition to the cash received on the Closing of the Business Combination, which was largely used to pay transaction expenses and payables, the Company received cash from a Cash-Settled Equity Derivative Transaction (the “CSED”) which the Company entered into on November 29, 2023, with Vellar Opportunities Fund Master, Ltd. (“Seller”). Pursuant to the terms of the CSED, the Seller received shares of common stock of AFRAG from a former holder of AFRAG common stock. Subject to certain conditions contained in the CSED, the Seller was to provide up to $11,500,000 (the “Additional Funds”) in funds in the aggregate to us in five tranches: (i) the first tranche of $5,750,000 was funded in accordance with the terms of the CSED, (ii) the second tranche of $1,437,500 which was to be funded 30 days after the first tranche, (iii) the third tranche of $1,437,500 which was to be funded 30 days after the second tranche, (iv) the fourth tranche of $1,437,500 which was to be funded 30 days after the third tranche, and (v) the fifth tranche of $1,437,500 which was to be funded 30 days after the fourth tranche. On January 9, 2024 the Seller notified us that they were terminating the CSED in accordance with its terms and accordingly would not be advancing any Additional Funds. In accordance with the terms of the CSED, it is not expected that we will have any additional obligations to the Sellers nor do we expect to receive any additional payments or other compensation in the future from the Sellers, although it is possible that based on the performance of our stock price over the Valuation Period as defined in the CSED Seller may in fact be required to make a payment to us under the CSED. Notwithstanding the cash raised in the Business Combination and the Cash-Settled Equity Derivative Transaction (the “CSED”) that the Company entered into at the time of the Business Combination, the Company requires additional capital. In addition to its existing obligations, the Company assumed significant payables and accrued expenses in conjunction with the Business Combination expect to incur additional expenses in connection with transitioning to, and operating as, a public company. As such, the Company does not have sufficient cash on hand or available liquidity to meet its obligations through the twelve months following the date the consolidated financial statements are issued. This condition raises substantial doubt about the Company’s ability to continue as a going concern should capital not be introduced. We intend to seek delays on certain payments and explore other ways of potentially reducing immediate expenses with the goal of preserving cash until any potential additional financing is secured, but these efforts may not be successful or sufficient in amount or on a timely basis to meet our ongoing operating and liquidity needs. On a go-forward basis the primary sources of liquidity are expected to be cash from operations, potential capital raises, grants and debt financing if available and deemed in the best interests of the Company and its shareholders. The Company’s liquidity requirements are to expand development of alfalfa production, finance current operations, meet financial commitments, fund organic growth, and service debt, if outside debt financing is obtained. The liquidity requirements will fluctuate with the level and pace of expansion of the acreage being planted, harvested and sold, the effects of the timing between the settlement of payables and receivables, and our general working capital needs for ongoing operations. Estimating liquidity requirements is highly dependent on farming yields, then-current market conditions, including selling prices, costs of all farming inputs, market volatility and our then existing capital structure and requirements. It is anticipated that once the Company has fully developed the Senegal property it will have sufficient resources to fund the ongoing operations of the Company. While the Company believes in the viability of its strategy to expand operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. Foreign Currency Translation The accompanying consolidated financial statements are presented in United States dollars (“$”), which is the reporting currency of the Company. The functional currency of the Company is the United States dollar. The functional currency of the Company’s subsidiaries located in Senegal and Niger is the West African Franc (“CFA”). For the entities whose functional currencies are the CFA, results of operations and cash flows are translated at average exchange rates during the period (1 CFA=$0.001649 for the three months ended March 31, 2024), assets and liabilities are translated at the current exchange rate at the end of the period (1 CFA=$0.001645 at March 31, 2024), and equity is translated at blended historical exchange rates. The resulting translation adjustments are included in determining other comprehensive income. Transaction gains and losses are reflected in the consolidated statements of operations. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Significant estimates and assumptions by management include, among others, useful lives and impairment of long-lived assets, contingent liabilities, imputed interest expense and income taxes including the valuation allowance for deferred tax assets. While the Company believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash in bank accounts, cash in time deposits, certificates of deposit and all highly liquid instruments with original maturities of three months or less. As of March 31, 2024 cash balances were held at JP Morgan Chase and Fidelity Brokerage Service, LLC and in various banks in Senegal and Niger. There were no cash equivalents at March 31, 2024. Property, plant, and equipment Property, plant, and equipment consist of farming and farming support equipment, and office equipment. All property, plant and equipment are stated at historical cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred. Property, plant and equipment are depreciated on a straight-line basis over the following periods: Buildings 40 years Irrigation equipment 20 years Industrial equipment 6-10 years Office furniture and equipment 5 years Motor vehicle and transportation equipment 10 years Other equipment 3 years Leases The Company determines if an arrangement is a lease at inception. To the extent an arrangement represents a lease, the Company classifies that lease as an operating lease or a finance lease under Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) and its related ASUs (“ASC 842”). The Company capitalizes operating leases on its Consolidated Balance Sheets through a Right-of-Use (“ROU”) asset and a corresponding lease liability. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the operating lease. Operating lease ROU assets and obligations are recognized at the commencement date of an arrangement based on the present value of lease payments over the lease term utilizing an interest rate that the Company would have incurred to borrow over a similar term the funds necessary to purchase the leased asset. Operating leases are included in “Operating lease right-of-use assets, net,” “Current portion of operating lease liabilities,” and “Non-current operating lease liabilities” in the Company’s Consolidated Balance Sheet as of March 31, 2024. Lease expense for operating leases is recognized on a straight-line basis over the lease term. For additional information regarding the Company’s leases, see Note 6 - Leases. Inventory Inventories are stated at the lower of cost or net realizable value. Cost is calculated on the basis of the first-in, first-out method; market is based upon estimated replacement costs. Costs included in inventory primarily include the following: cost of seeds, farming inputs such as fertilizer, gypsum, water and fuel as well as inbound freight cost. Each pivot is cleared, treated with fertilizer and various phytosanitary products and seeded ahead of the life cycle of alfalfa, which we currently estimate to be approximately three years. These initial costs are amortized using a straight-line method over that life cycle. The portion of these costs expected to amortize after twelve months is included in long-term inventory. Intangible Asset The intangible asset consists of a land use right of 20,000 hectares provided by way of a Senegal Presidential decree. The value of the intangible was established based on its estimated fair value at the time of the asset purchase of LFT by Agro Industries in 2018. Amortization of the intangible asset is calculated on a straight-line basis over the remaining term of the decree, which at the time of the purchase had 44 years of a 50-year term remaining. As of March 31, 2024, approximately 38 years remain under this decree. Refer to Note 7 for further discussion. Impairment of Long-Lived Assets The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of the asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial position. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. There was no impairment charge for the three months ended March 31, 2024. Fair Value of Financial Instruments The Company adopted ASC 820 “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: Level inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. Financial instruments include cash and cash equivalents, receivables, accounts payable and accrued expenses, advances from prospective customers/distributors, amounts due to related parties, notes payable and contingent liabilities. The carrying values of these financial instruments approximate their fair values due to the short-term maturities of these instruments. For the periods presented, there were no financial assets or liabilities measured at fair value. Income Taxes The Company follows the liability method in accounting for income taxes in accordance with ASC topic 740 (“ASC 740”), Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. The Company applies the provisions of ASC 740 to account for uncertainty in income taxes. ASC 740 clarifies the accounting for uncertainty in income taxes by prescribing the recognition threshold a tax position is required to meet before being recognized in the consolidated financial statements. The Company will classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of operations. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company assumed 6,884,908 warrants, in conjunction with the consummation of the Business Combination in addition to 26,201 warrants issued in connection with Promissory Notes by AAGR in February 2023. The warrants entitle the holder to purchase one share of common stock at an exercise price of $11.50 per share. The warrants are classified in accordance with ASC 480 and ASC 815, which provides that the warrants are not precluded from equity classification. Equity-classified contracts were initially measured at fair value (or allocated value). Subsequent changes in fair value will not be recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. The Forward Purchase Agreement, or CSED (defined in Note 1) includes an embedded feature that meets the definition of a derivative in accordance with ASC 815. The FPA contract was determined to be more akin to equity rather than debt and as such the FPA and the associated imbedded derivative was treated as equity. Lastly, we determined that the embedded feature will not require bifurcation as it is clearly and closely related to the equity host As the embedded feature was not bifurcated from the instrument at issuance, it will continue to be reassessed at each reporting date to determine that continued non-bifurcation is appropriate. Based on the performance of the stock and the terms of the CSED, it is not expected, and highly improbable, that Company will receive any additional payments or other compensation in the future from the CSED Revenue Recognition The Company’s revenue is derived from the sale of agricultural products. The Company recognizes revenue in accordance with ASC 606. To achieve that core principle, the Company applies the following steps: 1. Identify the contract(s) with a customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligations in the contract; 5. Recognize revenue when (or as) the entity satisfies a performance obligation. The Company recognizes its revenue at a point in time when it satisfies a performance obligation and transfers control of the product, primarily bales of alfalfa, to the respective customer. For domestic product sales, the Company meets its performance obligation upon the shipment of the products from its facilities to its customer. For international product sales, the Company meets its performance obligation upon delivery of the products to the customer’s international carrier. The Company does not provide any services to its customers currently. The amount of revenue recognized is based on the fixed transaction price. Contracts for the Company’s products are negotiated on a per-contract basis at a local or regional level. Contracts vary in volume and sometimes price but typically have a single performance obligation, the delivery of bales of alfalfa. The Company’s payment terms vary by the type and location of its customers. The Company receives cash equal to the invoice amount for its product sales, and if credit is provided, payment terms typically range from 30 to 90 days from the date the Company invoices a customer. Since the period between the delivery of the Company’s products and the Company’s receipt of customer payment for these products and services is not expected to exceed one year, the Company has elected not to calculate or disclose a financing component for its customer contracts. The Company’s contract assets at March 31, 2024 and December 31, 2023 consisted of accounts receivable, which totaled $37,427 and $10,796, respectively. The Company has not established an allowance for credit losses for the three months ended March 31, 2024. In determining an allowance, we would estimate loss rates based upon historical loss experienced and adjusted for factors that are relevant to determining the expected collectability of accounts receivable. Some of these factors include historical loss experience, delinquency trends, aging behavior of receivables, credit and liquidity quality indicators of customers classes, local behavior, the current and expected future economic and market conditions and balances owed when customers are also suppliers of cost inputs. Share-based compensation The Company measures compensation expense for all stock-based awards in accordance with ASC Topic 718, Compensation - Stock Compensation. Share-based compensation is measured at fair value on grant date and recognized as compensation expense ratably over the course of the requisite service period. The fair value of restricted stock units (“RSUs”) is typically determined based on the fair value of the related shares on the date of grant. The Company has elected to record forfeitures of employee awards as they occur. Comprehensive Loss Comprehensive loss is defined as the decrease in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Comprehensive loss is reported in the consolidated statements of comprehensive loss, including net loss and foreign currency translation adjustments, presented net of tax. Net Loss per Share Basic net loss per share attributable to common stockholders is derived by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalent, if any. The Company has outstanding warrants of 6,911,109. The warrants entitle the holder to purchase one share of common stock at an exercise price of $11.50 per share. The warrants are out-of-the-money warrants and have not been considered in the net loss per share calculation as they are anti-dilutive. As the Business Combination has been accounted for as a reverse recapitalization, the consolidated financial statements of the merged entity reflect the continuation of AFRAG’s. financial statements; The Company’s equity has been retroactively adjusted to the earliest period presented. As a result, net loss per share was also retrospectively adjusted for periods ended prior to the Merger. See Note 3 for details of this Business Combination recapitalization. Accounting Changes Leases On January 1, 2022, and effective January 1, 2022, the Company adopted ASU 2016-02, “Leases (Topic 842)” using the modified retrospective transition method allowing it to apply the new standard at the adoption date and to recognize a cumulative-effect adjustment to the opening balance of retained earnings on the date of adoption. Under this transition method, the prior comparative period continues to be reported under the accounting standards in effect for that period. The Company elected to use the package of practical expedients permitted which allows (i) an entity not to reassess whether any expired or existing contracts are or contain leases; (ii) an entity need not reassess the lease classification for any expired or existing leases; and (iii) an entity need not reassess any initial direct costs for any existing leases. The Company made an accounting policy election to adopt the short-term lease exception which allows the Company to not recognize on the balance sheet those leases with terms of 12 months or less resulting in short-term lease payments being recognized in the condensed consolidated statements of income on a straight-line basis over the lease term. All of the Company’s leases were previously classified as operating and are similarly classified as operating lease under the new standard. Adoption of the new standard resulted in recognition of right-of-use assets and related lease liabilities of $2,336,336 as of January 1, 2022. There was no cumulative effect on retained earnings upon adoption. Revenue from Contracts with Customers The Company adopted ASC 606 - Revenue from Contracts with Customers, effective January 1, 2022. Prior to 2022, the Company had no revenue from contracts with customers. Upon adoption of ASC 606, the Company recognizes revenue when the product is received by the customer for domestic transactions or by the customer’s international carrier for its international transactions. The Company believes this better reflects the point at which the customer has control of the product as required by ASC 606. The adoption of ASC 606 did not have a material impact on the Company’s consolidated financial statements. Concentrations of Business Risk Revenue from significant customer, which is defined as 10% or more of total revenue for the three months ended March 31, 2024, was as follows: Customer A 27 % Customer B 13 % Related Parties and Transactions The Company identifies related parties, and accounts for, discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards. Parties, which can be an entity or individual, are considered to be related if they have the ability, directly or indirectly, to control the Company or exercise significant influence over the Company in making financial and operational decisions. Entities are also considered to be related if they are subject to common control or common significant influence. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination [Abstract] | |
BUSINESS COMBINATION | NOTE 3. BUSINESS COMBINATION On the “Closing Date”, African Agriculture Holdings Inc. (f/k/a 10X Capital Venture Acquisition Corp. II) consummated the Business Combination in accordance with the Merger Agreement. At Closing, (i) each share of Class A Common Stock and Class B Common Stock then issued and outstanding was automatically reclassified, on a one-for-one basis, in to shares of Common Stock of the Company, $0.0001 par value per share (the “Common Stock”) and (ii) each share of common stock of AFRAG issued and outstanding immediately prior to the Closing was automatically converted into the right to receive the number of shares of Common Stock in accordance with the terms and subject to the conditions set forth in the Merger Agreement. The Business Combination is being accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, 10X II, who is the legal acquirer, is being treated as the “acquired” company for financial reporting purposes and AFRAG is being treated as the accounting acquirer. This determination was primarily based on the facts and circumstances noted in the Section: “Business combination and Organization” in Note 1. Accordingly, for accounting purposes, the Business Combination is being treated as the equivalent of a reverse recapitalization transaction in which AFRAG issued stock for the net assets of 10X II. The net assets of 10X II are being stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of AFRAG. The following table reflects the net assets acquired in the Business Combination: Cash proceeds from 10X Capital Venture Acquisition Corp. II, net of redemptions, net of transaction costs $ 1,221,806 Prepaid expenses 28,775 Accounts payable (9,756,621 ) Accrued expenses (7,892,578 ) Related party payable to the SPAC Sponsor (1,668,778 ) Net liabilities acquired $ (18,067,396 ) In accordance with the terms and subject to the conditions of the AA Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock of AFRAG issued and outstanding immediately prior to the Effective Time, was converted into the right to receive the number of shares of duly authorized, validly issued, fully paid and nonassessable common stock of African Agriculture Holdings Inc. (“Common Stock”) equal to the quotient of (i) the sum of (1) $450,000,000 and (2) the aggregate amount of any Company Pre-Closing Financing (as defined in the Merger Agreement), divided by (ii) ten dollars ($10.00), divided by (iii) the sum, without duplication, of the aggregate number of shares of AFRAG common stock that are (A) issued and outstanding immediately prior to the Effective Time, (B) issuable upon the exercise or settlement of options or restricted stock units of AFRAG (whether or not then vested or exercisable) that are outstanding immediately prior to the Effective Time, or (C) issuable upon conversion of any AFRAG convertible note issued prior to the date of the AA Merger Agreement and outstanding at the Effective Time. In addition, in consideration of the Company waiving certain closing conditions set forth in the Merger Agreement, at Closing each share of Common Stock for which redemption was not requested (a “Former SPAC Share”) was granted a pro rata right to receive a portion of 3,000,000 additional shares of Common Stock (the “waiver Shares”), with (i) holders of Former SPAC Shares that were public holders receiving shares in the form of Common Stock that were assigned to a pool for the benefit of such holders by a former stockholder of AFRAG and (ii) holders of Former SPAC Shares that were not public holders receiving Common Stock in the form of newly issued shares on a private placement basis. Pursuant to the AFRAG Sponsor Promissory Note (as defined in the Merger Agreement), AFRAG agreed, among other things, to reimburse Sponsor on a one for one basis for the Class B ordinary shares to be transferred by Sponsor in connection with the 10X II special meetings of shareholders to approve the extension of its redemption deadline in the form of newly-issued shares of Common Stock in connection with the Closing. In accordance with this agreement 1,233,167 shares of Common Stock (“Extension Shares”) were issued to Sponsor. In anticipation of the Business Combination Closing, on November 29, 2023, 10X II and AFRAG entered into an agreement (the “CSED”) with Vellar Opportunities Fund Master, Ltd. (“Vellar” or “Seller”) for a Cash-Settled Equity Derivative Transaction. Capitalized terms that are not defined in this section (Entry into a Cash-Settled Equity Derivative Transaction) have the meaning given to those terms in the CSED. Subject to certain conditions contained in the CSED, the Seller was to provide up to $11,500,000 (the “Additional Funds”) in funds in the aggregate to us in five tranches: (i) the first tranche of $5,750,000 was funded in accordance with the terms of the CSED, (ii) the second tranche of $1,437,500 which was to be funded 30 days after the first tranche, (iii) the third tranche of $1,437,500 which was to be funded 30 days after the second tranche, (iv) the fourth tranche of $1,437,500 which was to be funded 30 days after the third tranche, and (v) the fifth tranche of $1,437,500 which was to be funded 30 days after the fourth tranche. In order to ensure that the CSED Seller obtained registered securities a former stockholder of AFRAG transferred sufficient shares prior to the Business Combination to the CSED Seller such that following the Business Combination the Seller would have 11,500,000 registered shares. Following the transaction the Company issued to such former shareholder shares an aggregate of 11,597,408 shares of African Agriculture Holdings Common Stock to Global Commodities and Investment Ltd.in order to replace the shares transferred to the Seller in order to facilitate the operation of the CSED and the Merger. Upon the closing of the Business Combination and the CSED, the Company received net cash proceeds of $6,871,806. The following table reflects movement in the Consolidated Statements of Cash Flows as a result Cash proceeds from 10X Capital Venture Acquisition Corp. II, net of redemptions $ 2,887,743 Less: Cash payment of 10X Capital Venture Acquisition Corp. II transaction costs and payables (1,665,937 ) Net cash from business combination 1,221,806 Cash proceeds from CSED Financing 5,750,000 Less: Cash payment of CSED transaction costs (100,000 ) Net cash proceeds upon the closing of the Business Combination and PIPE financing $ 6,871,806 The following table presents the number of shares of the Company’s Common Stock issued as part of the Business Combination to the SPAC shareholders. 10X Capital Venture Acquisition Corp. II non redeemed shares 262,520 Conversion of 1,000,000 10X Capital Venture Acquisition Corp. II Class A shares into Company Common Stock 1,000,000 Conversion of 655,000 10X Capital Venture Acquisition Corp. II units into Company Common Stock (and warrants) 655,000 Conversion of 5,666,667 10X Capital Venture Acquisition Corp. II Class B shares into Company Common Stock 5,666,667 Total 10X Capital Venture Acquisition Corp. II shares 7,584,187 Merger agreement waiver shares 3,000,000 Total shares of Common Stock 10,584,187 |
Property Plant and Equipment
Property Plant and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property Plant and Equipment [Abstract] | |
PROPERTY PLANT AND EQUIPMENT | NOTE 4. PROPERTY PLANT AND EQUIPMENT Property plant and equipment, net consists of the following: March 31, December 31, Buildings $ 95,840 $ 98,030 Office furniture and equipment 107,964 110,073 Irrigation and industrial equipment 4,283,453 4,379,527 Motor vehicle and transportation equipment 25,558 24,232 Infrastructure in process 752,110 - Other equipment 378,859 387,511 Total 5,643,784 4,999,373 Less: accumulated depreciation (2,920,941 ) (2,929,686 ) Property, plant, and equipment, net $ 2,722,843 $ 2,069,687 Depreciation expense $ 56,819 $ 235,837 |
Prepaids and Supplier Advances
Prepaids and Supplier Advances | 3 Months Ended |
Mar. 31, 2024 | |
Prepaids and Supplier Advances [Abstract] | |
PREPAIDS AND SUPPLIER ADVANCES | NOTE 5. PREPAIDS AND SUPPLIER ADVANCES March 31, December 31, Prepaid insurance $ 674,239 $ 915,956 Retainers 143,462 158,462 Total $ 817,701 $ 1,074,418 March 31, December 31, Supplier advances $ 2,487,448 $ 1,058,798 At March 31, 2024 and December 31, 2023 there were advances paid to suppliers for equipment and inputs prior to delivery of such items. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
LEASES | NOTE 6. LEASES On January 1, 2022, and effective January 1, 2022, the Company adopted ASC 842. Under ASC 842, the Company determines if an arrangement is a lease at inception. Leases with an initial term of 12 months or less are not recorded in the Company’s Consolidated Balance Sheets. Leases with an initial term greater than 12 months are recognized in the Company’s Consolidated Balance Sheets based on lease classification as either operating or financing. The Company may enter into lease agreements that include lease and non-lease components for which the Company has elected to not separate for all classes of underlying assets. The Company’s current lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company may also sublease its ROU assets to third parties in the future. As a lessee, the Company’s current operating lease portfolio consists of three operating leases for farmland. Operating lease ROU assets and operating lease obligations are recognized based on the present value of the future minimum lease payments at commencement date. As the Company’s leases do not provide an implicit borrowing rate, the Company uses its incremental borrowing rate based on the lease information available at the commencement date in determining the present value of future payments. The initial incremental borrowing rate utilized for the Fass Lease (as defined below) and Niger Land Right (as defined below) was based upon the interest rate associated with the Company’s analysis of borrowing rates relating to “Senegal, 6.25% 2033, USD International Bonds” and increased for credit and political risks. The Company believes this rate is a proxy for its incremental borrowing rate that would be utilized if it were to acquire assets or fund its working capital needs in Senegal and Niger. For the Company’s recently signed lease in Mauritania as there is no reference or comparable debt issuances, the Company utilized the same reference rate used for Niger Land Right, however adjusted the rate to also consider the increasing global rates since the commencement date of the Niger Land Right. The Company’s current three leases are under long-term (greater than one year) non-cancellable term leases. The Company had one short-term lease and may also enter into other short-term or month-to-month operating leases in the future as required by its operations. Operating leases are included in “Operating lease right-of-use assets, net,” “Current portion of operating lease liabilities,” and “Non-current operating lease liabilities” in the Company’s Consolidated Balance Sheet as of March 31, 2024. Operating Leases The Company has a non-cancellable convention agreement with the Fass Ngom community in Senegal (“Fass Lease”) that provides for the right to use 5,000 hectares. The original agreement was signed in 2018, but revised in 2021, largely on the same terms, for a 15-year term. On November 27, 2021 and December 5, 2021, the Company and Agro Industries signed binding definitive agreements with the mayor and local governments of Aderbissinat and Ingall, respectively, in Niger each under a 49-year term for the right to use and development the land (“Niger Land Right”). The project will involve the planting of up to 1.1 million hectares of trees in each of Aderbissinat and Ingall, for an aggregate of 2.2 million hectares, to optimize the production of carbon credits and commercial production of alfalfa in areas to be mutually agreed upon by the parties, as well as water and usage rights. Pursuant to the Aderbissinat and Ingall agreements, the Company agreed to pay for each agreement approximately $86,000 per year. Once the sale of carbon credits commences the annual payment amount will increase to approximately $1.1 million for each of the Aderbissinat and Ingall leases. In addition, during the first year of the sale of carbon credits, we are required to pay an additional $129,000 for each agreement for budgetary support to each region. To date no carbon credits have been sold. Following the formation of the Company’s Mauritanian subsidiary a lease signed between the Company, the community of Gie Dynn and the Government of Mauritania (the “Mauritania Lease”) became effective. This lease is for 20 years and covers 2,033 hectares of land. Of this land, 80%, or 1,626 hectares will be used by the Company for farming alfalfa with the balance being farmed, at the Company’s cost, at the direction of the community. The Company has agreed to invest up to $30 million into this project over the next 20 years. The annual cost of the 1,626 hectares will be $300 per hectare per annum, subject to an annual increase consistent with the household consumption index (a proxy for local inflation). In addition, the Company will pay 5% of annual net profits earned on the 1,626 hectares to the community subject to an annual minimum payment of approximately $122,000. The Fass Lease, the Niger Land Right and the Mauritania Lease are operating leases under ASC 842. The associated lease costs have been recognized in our consolidated statement of operations as follows: March 31, December 31, 2024 2023 Operating lease cost $ 207,384 $ 373,011 Other information about the lease amounts recognized in our consolidated financial statements is as follows: March 31, December 31, Weighted-average remaining lease term – operating leases 27.1 years 27.2 years Weighted-average incremental borrowing rate – operating leases 11.17 % 11.18 % Our lease liabilities as reported on the accompanying consolidated balance sheet consists of the following: March 31, December 31, Gross lease liabilities $ 20,646,469 $ 20,798,943 Less: Imputed interest 13,929,573 14,119,732 Present value of lease liabilities 6,716,896 $ 6,679,211 Less: current portion of lease liabilities 69,169 66,785 Total long-term lease liabilities $ 6,647,727 $ 6,612,426 The following summarizes our rent payments for the Fass Lease, the Niger Land Right and the Mauritania Lease operating leases as of March 31, 2024: 2024, remaining $ 673,183 2025 826,533 2026 827,426 2027 828,338 2028 829,267 Thereafter 16,661,722 $ 20,646,469 |
Intangible Asset
Intangible Asset | 3 Months Ended |
Mar. 31, 2024 | |
Intangible Asset [Abstract] | |
INTANGIBLE ASSET | NOTE 7. INTANGIBLE ASSET The Company recognized an intangible asset in connection with the purchase of LFT related to the 50-year land use right of 20,000 hectares provided by way of a Republic of Senegal Presidential Decree. The intangible asset, net consists of the following: March 31, December 31, Land use right $ 5,104,546 $ 5,104,546 Less: Accumulated amortization (705,743 ) (676,740 ) Intangible asset, net $ 4,398,803 $ 4,427,806 Scheduled amortization of the land use right at March 31, 2024 are as follows: 2024, remaining $ 87,009 2025 116,012 2026 116,012 2027 116,012 2028 116,012 Thereafter 3,847,746 $ 4,398,803 At March 31, 2024, management looked primarily at the undiscounted future cash flows of the Company, based on management’s estimates, in its assessment of whether or not this intangible asset was impaired. There were no impairments with respect to this intangible asset during the three months ended March 31, 2024. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2024 | |
Inventory [Abstract] | |
INVENTORY | NOTE 8. INVENTORY The costs for establishing the seeded pivots including seeds, land preparation and various phytosanitary products that are applied prior to and in conjunction with the initial seeding, but which will not be reapplied during the growing and harvesting stages are allocated quarterly to the cost of production over the seed cycle, which we estimate will be three years. The remaining unallocated costs are included in inventory. In addition, all other ongoing costs associated with the continued growing and harvesting of each pivot are included in inventory. The allocated quarterly costs together with a harvested cost of the sold bales are allocated to cost of sales based on a first in first out method. The assessment of the recoverability of inventories and the amounts of any write-downs are based on currently available information and assumptions about future demand and market conditions. There is no contemplation of any write down of our current inventory. March 31, December 31, 2023 Seed costs, fertilizer, other direct costs to be allocated over cycle – current $ 223,635 $ 228,743 Inventory available for sale 54 818 Seed inventory 25,702 26,290 Fertilizer, phytosanitary materials and fuel 5,753 8,159 Inventory – current $ 255,144 $ 264,010 Long term inventory - 57,186 Total inventory $ 255,144 $ 321,196 |
Related Party Note Payables and
Related Party Note Payables and Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Note Payables and Transactions [Abstract] | |
RELATED PARTY NOTE PAYABLES AND TRANSACTIONS | NOTE 9. RELATED PARTY NOTE PAYABLES AND TRANSACTIONS During the normal course of business, the Company may enter into transactions with significant shareholders, directors and principal officers and their affiliates. The Company has an unsecured note payable due to a related party, the majority shareholder, Global Commodities & Investments Ltd. (“Global Commodities”). The related party payable does not have a stated interest rate. The payable between Global Commodities, and the Company has a 60-month rolling term following the creation of payables within each year. These payables, if funded for Senegal or Niger costs, are West African CFA Franc denominated and translated at year end spot rates. Since the time of the acquisition of LFT by Agro Industries, the majority shareholder has continued to provide funding to support the working capital needs of the business. Each new funding has been added to the principal of the related party payable. The balance of the related party loan, $16,130,522, was converted into equity during 2022. Global Commodities continued to provide funds to the Company as a related party payable after this conversion. The Company entered into a Payoff, Waiver and Release Agreement (the “GCIL Payoff Agreement”) in October 2022 with Global Commodities. The GCIL Payoff Agreement called for, among other things, the issuance of Company shares in repayment of $16,130,522. The GCIL Payoff Agreement calls for the termination of all outstanding principal amount of loans and all unpaid interest through the date of such payoff. In January 2023, the Company issued to a related party, 10X Capital SPAC Sponsor II LLC an additional $225,000 Promissory Note bearing no interest. This Note maturity is the earlier of (i) the receipt of funds by Borrower from an equity, equity-linked, or debt financing and (ii) the Closing of the VCXA Merger Agreement. In May 2023, the $225,000 Promissory Note issued to the related party was amended and an additional $62,000 was issued pursuant to this note. The amendment further provided that the Note can be drawn on up to $750,000 in the aggregate. As part of this amendment, the Company agreed to issue to the Promissory Note holder a number of shares of the Company’s Common Stock, par value $0.0001 per share (the “Extension Shares”), equal to the number of Class B ordinary shares, par value $0.0001 per share, of 10X Capital Venture Acquisition Corp. II transferred to investors in connection with any past extensions of the deadline by which VCXA must consummate an initial business combination. Upon issuance of these Extension Shares the Company recognized a discount on the original debt issuance. This debt discount was amortized and included in related party interest prior to year-end in connection with the repayment of this related party note. In June through September an additional $338,879 was issued pursuant to this Promissory Note. This Promissory Note was paid off using proceeds received from the CSED following the Business Combination. In order to finance transaction costs, the Sponsor or an affiliate of the Company provided funds as may be required (the “New Note”). The New Note is non-interest bearing, unsecured and was due at the consummation of the Business Combination. The New Note was not, however, repaid upon the Business Combination and was instead assumed as part of the Business Combination. As of March 31, 2024, the Company had $1,639,188 outstanding under the New Note. The related party obligations of the Company are comprised of the following: Maech 31, December 31, Global Commodities $ 206,287 $ 206,287 10X Capital SPAC Sponsor II New Note 1,639,188 1,639,188 Total $ 1,845,475 $ 1,845,475 As of March 31, 2024, the related party payable has the following maturity schedule: 2024 $ 1,639,188 2025 — 2026 — 2027 108,277 2028 98,010 $ 1,845,475 In addition, to the shareholder loans, Global Commodities provided a loan repayment guarantee to the sellers of the LFT shares in the 2018 transaction. Refer Note 10 - Seller Note Payable. As the related party payables have no stated interest rate, an imputed interest rate has been applied against such loan to represent an arms-length arrangement between the Company and the related party. The Company estimates comparable debt as of the date of the origination would incur interest of one-month SOFR plus 2.5% on an annual basis. Historically LIBOR was used as a reference rate, however as LIBOR is phased out, the Company began using SOFR. The following table summarizes imputed interest to related parties during the three month period ended March 31, 2024. As this interest has not been paid on an annual basis it has been recorded as additional paid-in-capital. March 31, March 31, Imputed interest rate (SOFR + 2.5%) 7.84 % 7.36 % Imputed interest – additional paid-in-capital $ 36,160 $ 3,099 During the three months ended March 31, 2024, Gora Seck who serves on the board of LFT and is a minority shareholder of the Company received consulting payments for work conducted in Senegal of approximately $10,000. |
Seller Note Payable
Seller Note Payable | 3 Months Ended |
Mar. 31, 2024 | |
Seller Note Payable [Abstract] | |
SELLER NOTE PAYABLE | NOTE 10. SELLER NOTE PAYABLE The Company issued a note payable to Tampieri Financial Group in connection with the LFT asset acquisition in February 2018. In November 2022, Tampieri Financial Group agreed to a delayed payment of the balance of the seller note payable. The amendment fee, which was due at the maturity of the seller note payable, was amortized monthly over the remaining period of the seller note payable. In May 2023, the Company and Tampieri Financial Group agreed to extend the payment date of the amounts that were due on March 31, 2023 until October 31, 2023. In consideration for this delay the Company agreed to pay interest of 6.3% per annum on the delayed payments. The final payments were not, however, made in October 2023. The parties are in discussions regarding a payment schedule, but should we not agree on this payment schedule there is a provision in the original agreement that states that if payment is not made by November 1, 2023 an additional $386,274 is payable to the Tampieri Financial Group and such increase defers the payment due until October 31, 2024. In addition, the Company agreed to pay fees of approximately $21,700. Other than the interest related to the delayed payments negotiated in May 2023, the seller note payable does not bear an interest rate. As a result, the fair value of the seller note payable was less than face value when issued in the LFT asset acquisition. The seller note payable is presented net of unamortized discount and the unamortized amendment fee arising from the November 2022 amendment. March 31, December 31, Seller note payable, including 2022 amendment fee $ 1,997,222 $ 2,042,528 Add: interest on delayed instalment 144,239 119,403 Add: 2023 debt amendment fee 377,706 386,274 Add: 2023 fees 21,583 21,692 Total $ 2,540,750 $ 2,569,897 Global Commodities has provided a loan repayment guarantee to Tampieri Financial Group for the amount of the outstanding seller note payable. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt [Abstract] | |
DEBT | NOTE 11. DEBT The Company has previously issued Promissory Notes (“Short Term Notes”) the proceeds of which were used to fund general corporate purposes. The Notes bear a simple interest rate of sixteen percent (16%) per annum based on a 365-day year. The Notes have a four-month maturity, with an option of the Company to extend the maturity an additional four months. There were $296,277 and $ of Short Term Notes outstanding as of March 31, 2024 and December 31, 2023, respectively, of which $ were with related parties of the Company, respectively. In February 2023, Company issued an additional $300,000 Promissory Note. The Note bears a simple interest rate of two and a half percent (2.5%) per month based on a 30-day month. The Notes have an eighteen-month maturity. In connection with this loan, the Promissory Note holder received warrants to acquire 30,000 shares in the Company at $11.50 per share. |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2024 | |
Commitments [Abstract] | |
COMMITMENTS | NOTE 12. COMMITMENTS In June 2021, we entered into a non-binding understanding with Louisiana State University (“LSU”) to provide for a mutually-beneficial research project in which LSU will provide training, research and academic support. We continue to work with LSU to finalize the terms of the training and development project under the collaborative agreement. The term of the agreement is expected to run through June 30, 2026. The total amount to be paid by the Company to LSU has not yet been determined. Either party may terminate the agreement on 30 days’ prior written notice. On May 14, 2022, the Company signed an agreement with the Directorate General of Water and Forests (“DGEF”) of Niger who manages forest reserves for a total area of 624,568 hectares to be reforested and developed by the Company. Under the terms of the agreement, African Agriculture will provide all necessary funds to carry out the programmed activities. The Company further agreed to distribute 10 percent of the profit from the sale of carbon credits, when they occur, to the State of Niger and to the social and development program in the concerned municipalities. Furthermore, until the sale of carbon credits, African Agriculture will allocate an amount of approximately $80,000 to the DGEF. The agreement tenure is for 25 years duration, renewable after project assessment. After the start of the project, its duration may be extended for 20 years upon agreement between the parties. We have determined that this agreement does not meet the definition of a lease. |
Contingent Liabilities
Contingent Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Contingent Liabilities [Abstract] | |
CONTINGENT LIABILITIES | NOTE 13. CONTINGENT LIABILITIES Various creditors and ex-employees in Senegal commenced some form of legal action for claims relating to the period prior to our acquisition of LFT. The Company has, as a result, several legal cases that are in various stages of resolution. The contingent liability includes various legal cases and other claims. The Company recorded a contingent liability representing, in the Company’s opinion, based on our outside counsel’s review, probable loss outcome for legal claims. At March 31, 2024 the amount of the provision for the contingent liability is $2,275,771. While there is a possibility that additional claims relating to pre-acquisition periods might arise such an amount is unknowable and hence cannot be estimated. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders’ Equity [Abstract] | |
Stockholders’ Equity | NOTE 14. STOCKHOLDERS’ EQUITY Authorized and Outstanding Capital Stock The total number of shares of the Company’s authorized capital stock is 350,000,000. The total amount of authorized capital stock consists of 300,000,000 shares of Common Stock and 50,000,000 shares of preferred stock. As of March 31, 2024, no shares of preferred stock are issued or outstanding. Common Stock Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders, including the election of directors, and do not have cumulative voting rights. Subject to preferences that may be applicable to any then outstanding preferred stock, holders of our Common Stock are entitled to receive ratably those dividends, if any, as may be declared by the Board out of legally available funds. In the event of our liquidation, dissolution or winding up, the holders of Common Stock will be entitled to share ratably in the assets legally available for distribution to stockholders after the payment of or provision for all of our debts and other liabilities, subject to the prior rights of any preferred stock then outstanding. Holders of our Common Stock have no preemptive or conversion rights or other subscription rights and there are no redemption or sinking fund provisions applicable to the Common Stock. All outstanding shares of Common Stock are duly authorized, validly issued, fully paid and nonassessable. The rights, preferences and privileges of holders of our Common Stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future. Preferred stock Under the terms of our certificate of incorporation, our Board has the authority, without further action by our stockholders, to issue up to 50,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the dividend, voting and other rights, preferences and privileges of the shares of each wholly unissued series and any qualifications, limitations or restrictions thereon, and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding. Our Board may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our Common Stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deterring or preventing a change in our control and may adversely affect the market price of the Common Stock and the voting and other rights of the holders of our Common Stock. We have no current plans to issue any shares of preferred stock. Warrants There are currently outstanding an aggregate of 6,666,575 public warrants, which, following the consummation of the Business Combination, will entitle the holder to acquire 6,666,575 shares of Common Stock. The warrants entitle the holder thereof to purchase one share of common stock at a price of $11.50 per share, subject to adjustments. The Public Warrants are only exercisable for a whole number of shares of common stock. No fractional shares are to be issued upon exercise of the warrants. The Public Warrants will expire on December 6, 2028 (which is five years after the completion of the Business Combination), at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Public Warrants are listed on the Nasdaq Capital Market under the symbol “AAGRW”. Additionally, once the Public Warrants become exercisable, the Company can redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Common Stock equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the public warrant holders. If the Company calls the Public Warrants for redemption as previously described, the Company has the option to require all holders that wish to exercise the Public Warrants to do so on a cashless basis. In addition, the Company 244,534 Private Placement Warrants. Each Private Placement Warrant is exercisable for one share of common stock at a price of $11.50 per share, subject to adjustment. The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants except that the Private Placement Warrants were not transferable, assignable or salable until 30 days after the completion of the Business Combination. The Private Placement Warrants, except for 26,201 private placement warrants, will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. |
Employee and Non-Employee Share
Employee and Non-Employee Share Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Employee and Non-Employee Share Based Compensation [Abstract] | |
EMPLOYEE AND NON-EMPLOYEE SHARE BASED COMPENSATION | NOTE 15. EMPLOYEE AND NON-EMPLOYEE SHARE BASED COMPENSATION In 2022, the Company’s Board of Directors approved the adoption of the African Agriculture, Inc. 2022 Incentive Plan (the “Plan”). The Plan, as amended by the Board of Directors, permits the Company to grant up to 2,885,640 shares (at March 31, 2024) of the Company’s common stock. In May 2023, the Board approved a resolution amending various RSU grants to extend the first vesting period of various RSU grants awarded in 2022 to January 2024. This change did not amend any subsequent vesting dates and hence the time to final vesting for the RSUs did not change. In November 2023, the Company’s board approved an amendment to the Plan increasing the number of shares of Common Stock (as defined in the Plan) available for grant under the Plan to 9,500,000 shares. The Plan provides for the granting of incentive and nonqualified stock options, share appreciation rights (SARs), restricted stock, and restricted stock units to employees, non-employee directors, and consultants of the Company. Instruments granted under the Plan generally become exercisable ratably over the stated vesting terms in each award agreement following the date of grant and expire ten years from the date of grant. All stock awards are exercisable only to the extent vested. The exercise price of incentive stock awards must be at least equal to 100% of the fair value of the Company’s common stock at the date of grant, as determined by the Board of Directors. In addition, and as a separate award outside of the plan the Board approved an award of 2,700,000 RSUs to African Discovery Group, Inc., a corporation majority owned by the CEO of the Company. A summary of stock award activity and related information is as follows, as adjusted for the conversion mechanism described above: Number of Weighted Average Remaining Grant Date Plan Awards: Employees: Nonvested at December 31, 2023 7,739,096 2.84 $ 80,230,189 Awarded during the period — — — Vested during the period 1,120,974 — 12,843,770 Forfeited, canceled, or expired — — — Nonvested – March 31, 2024 6,618,122 2.59 $ 67,386,419 Non-employees: Nonvested – December 31, 2023 502,452 2.28 $ 5.472,595 Awarded during the period — — — Vested during the period 88,522 — 1,014,240 Forfeited, canceled, or expired 4,498 — 5,425 Nonvested – March 31, 2024 409,432 2.00 $ 4.452,930 Awards outside of the Plan: Employees: Nonvested – December 31, 2023 2,356,497 0.17 $ 27,000,000 Awarded during the period — — — Vested during the period 2,356,497 — 27,000,000 Forfeited, canceled, or expired — — — Nonvested – March 31, 2024 0 0 $ 0 As all 2022 stock awards were granted contemporaneously with the Business Combination Agreement with VCXA and the grant date fair value of the 2022 stock awards was $10 per share, which is based on the per share merger consideration, and the awards in November 2023 were issued shortly prior to the Business Combination Closing, the Board of Directors determined the grant date fair value of the stock awards to be $8.73 per share, which is based on the per share merger consideration adjusted for the ratio of the Business Combination merger consideration exchange ratio. As of March 31, 2024, there was approximately $ 62,261580 The table below shows share-based compensation expense recognized in the statement of operations for the three months ended March 31, 2024 and March 31, 2023, respectively: 2024 2023 Share based compensation expense: Employee compensation $ 10,400,467 $ 7,737,678 Professional fees 461,221 245,336 Total $ 10,861,688 $ 7,983,014 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17. SUBSEQUENT EVENTS On April 4, 2024, the Company issued a $300,000 Secured Promissory Note. The Secured Promissory Note bears a simple interest rate of fifteen percent (15%) per annum based on a 360-day year. The Promissory Note has a three-year maturity, however, may be called upon 30 days’ notice from the lender after the one-year anniversary of the issuance date. The Secured Promissory Note is secured against various equipment in Senegal. In connection with this loan, the Promissory Note holder received warrants to acquire 200,000 shares in the Company at $0.30 per share. On April 8, 2024, the Company entered into a Resignation and General Release Agreement (the “Resignation Agreement”) by and among the Company, AFRAG, AFDG and Mr. Kessler. Pursuant to the Resignation Agreement, AFDG’s engagement with the Company terminated effective as April 8, 2024 (the “Resignation Date”), and Mr. Kessler resigned from his roles as both Executive Chairman of the Board and as a member of the Board also effective as of the Resignation Date. Mr. Kessler had previously resigned from his role as Chief Executive Officer of the Company on January 31, 2024. Pursuant to the Resignation Agreement, AFDG is entitled to $330,000 payable in a single lump sum on the earlier to occur of (i) the date Company achieves a capital raise of at least $5,000,000 in a single transaction or series of related transactions following the Resignation Date, or (ii) December 31, 2024. Further the RSU awards granted to AFDG and Mr. Kessler previously will vest in full as of the Resignation Date. On May 16, 2024, the Company issued an additional $190,000 Secured Promissory Note. The Secured Promissory Note bears a simple interest rate of fifteen percent (15%) per annum based on a 360-day year. The Promissory Note has a three-year maturity, however, may be called upon 30 days’ notice from the lender after the one-year anniversary of the issuance date. The Secured Promissory Note is secured against various equipment in Senegal. In connection with this loan, the Promissory Note holder received warrants to acquire 93,229 shares in the Company at $0.4076 per share. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ (12,663,598) | $ (9,603,752) | $ (9,603,752) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. |
Foreign Currency Translation | Foreign Currency Translation The accompanying consolidated financial statements are presented in United States dollars (“$”), which is the reporting currency of the Company. The functional currency of the Company is the United States dollar. The functional currency of the Company’s subsidiaries located in Senegal and Niger is the West African Franc (“CFA”). For the entities whose functional currencies are the CFA, results of operations and cash flows are translated at average exchange rates during the period (1 CFA=$0.001649 for the three months ended March 31, 2024), assets and liabilities are translated at the current exchange rate at the end of the period (1 CFA=$0.001645 at March 31, 2024), and equity is translated at blended historical exchange rates. The resulting translation adjustments are included in determining other comprehensive income. Transaction gains and losses are reflected in the consolidated statements of operations. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Significant estimates and assumptions by management include, among others, useful lives and impairment of long-lived assets, contingent liabilities, imputed interest expense and income taxes including the valuation allowance for deferred tax assets. While the Company believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash in bank accounts, cash in time deposits, certificates of deposit and all highly liquid instruments with original maturities of three months or less. As of March 31, 2024 cash balances were held at JP Morgan Chase and Fidelity Brokerage Service, LLC and in various banks in Senegal and Niger. There were no cash equivalents at March 31, 2024. |
Property, plant, and equipment | Property, plant, and equipment Property, plant, and equipment consist of farming and farming support equipment, and office equipment. All property, plant and equipment are stated at historical cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred. Property, plant and equipment are depreciated on a straight-line basis over the following periods: Buildings 40 years Irrigation equipment 20 years Industrial equipment 6-10 years Office furniture and equipment 5 years Motor vehicle and transportation equipment 10 years Other equipment 3 years |
Leases | Leases The Company determines if an arrangement is a lease at inception. To the extent an arrangement represents a lease, the Company classifies that lease as an operating lease or a finance lease under Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) and its related ASUs (“ASC 842”). The Company capitalizes operating leases on its Consolidated Balance Sheets through a Right-of-Use (“ROU”) asset and a corresponding lease liability. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the operating lease. Operating lease ROU assets and obligations are recognized at the commencement date of an arrangement based on the present value of lease payments over the lease term utilizing an interest rate that the Company would have incurred to borrow over a similar term the funds necessary to purchase the leased asset. Operating leases are included in “Operating lease right-of-use assets, net,” “Current portion of operating lease liabilities,” and “Non-current operating lease liabilities” in the Company’s Consolidated Balance Sheet as of March 31, 2024. Lease expense for operating leases is recognized on a straight-line basis over the lease term. For additional information regarding the Company’s leases, see Note 6 - Leases. |
Inventory | Inventory Inventories are stated at the lower of cost or net realizable value. Cost is calculated on the basis of the first-in, first-out method; market is based upon estimated replacement costs. Costs included in inventory primarily include the following: cost of seeds, farming inputs such as fertilizer, gypsum, water and fuel as well as inbound freight cost. Each pivot is cleared, treated with fertilizer and various phytosanitary products and seeded ahead of the life cycle of alfalfa, which we currently estimate to be approximately three years. These initial costs are amortized using a straight-line method over that life cycle. The portion of these costs expected to amortize after twelve months is included in long-term inventory. |
Intangible Asset | Intangible Asset The intangible asset consists of a land use right of 20,000 hectares provided by way of a Senegal Presidential decree. The value of the intangible was established based on its estimated fair value at the time of the asset purchase of LFT by Agro Industries in 2018. Amortization of the intangible asset is calculated on a straight-line basis over the remaining term of the decree, which at the time of the purchase had 44 years of a 50-year term remaining. As of March 31, 2024, approximately 38 years remain under this decree. Refer to Note 7 for further discussion. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of the asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial position. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. There was no impairment charge for the three months ended March 31, 2024. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company adopted ASC 820 “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: Level inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. Financial instruments include cash and cash equivalents, receivables, accounts payable and accrued expenses, advances from prospective customers/distributors, amounts due to related parties, notes payable and contingent liabilities. The carrying values of these financial instruments approximate their fair values due to the short-term maturities of these instruments. For the periods presented, there were no financial assets or liabilities measured at fair value. |
Income Taxes | Income Taxes The Company follows the liability method in accounting for income taxes in accordance with ASC topic 740 (“ASC 740”), Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. The Company applies the provisions of ASC 740 to account for uncertainty in income taxes. ASC 740 clarifies the accounting for uncertainty in income taxes by prescribing the recognition threshold a tax position is required to meet before being recognized in the consolidated financial statements. The Company will classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of operations. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company assumed 6,884,908 warrants, in conjunction with the consummation of the Business Combination in addition to 26,201 warrants issued in connection with Promissory Notes by AAGR in February 2023. The warrants entitle the holder to purchase one share of common stock at an exercise price of $11.50 per share. The warrants are classified in accordance with ASC 480 and ASC 815, which provides that the warrants are not precluded from equity classification. Equity-classified contracts were initially measured at fair value (or allocated value). Subsequent changes in fair value will not be recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. The Forward Purchase Agreement, or CSED (defined in Note 1) includes an embedded feature that meets the definition of a derivative in accordance with ASC 815. The FPA contract was determined to be more akin to equity rather than debt and as such the FPA and the associated imbedded derivative was treated as equity. Lastly, we determined that the embedded feature will not require bifurcation as it is clearly and closely related to the equity host As the embedded feature was not bifurcated from the instrument at issuance, it will continue to be reassessed at each reporting date to determine that continued non-bifurcation is appropriate. Based on the performance of the stock and the terms of the CSED, it is not expected, and highly improbable, that Company will receive any additional payments or other compensation in the future from the CSED |
Revenue Recognition | Revenue Recognition The Company’s revenue is derived from the sale of agricultural products. The Company recognizes revenue in accordance with ASC 606. To achieve that core principle, the Company applies the following steps: 1. Identify the contract(s) with a customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligations in the contract; 5. Recognize revenue when (or as) the entity satisfies a performance obligation. The Company recognizes its revenue at a point in time when it satisfies a performance obligation and transfers control of the product, primarily bales of alfalfa, to the respective customer. For domestic product sales, the Company meets its performance obligation upon the shipment of the products from its facilities to its customer. For international product sales, the Company meets its performance obligation upon delivery of the products to the customer’s international carrier. The Company does not provide any services to its customers currently. The amount of revenue recognized is based on the fixed transaction price. Contracts for the Company’s products are negotiated on a per-contract basis at a local or regional level. Contracts vary in volume and sometimes price but typically have a single performance obligation, the delivery of bales of alfalfa. The Company’s payment terms vary by the type and location of its customers. The Company receives cash equal to the invoice amount for its product sales, and if credit is provided, payment terms typically range from 30 to 90 days from the date the Company invoices a customer. Since the period between the delivery of the Company’s products and the Company’s receipt of customer payment for these products and services is not expected to exceed one year, the Company has elected not to calculate or disclose a financing component for its customer contracts. The Company’s contract assets at March 31, 2024 and December 31, 2023 consisted of accounts receivable, which totaled $37,427 and $10,796, respectively. The Company has not established an allowance for credit losses for the three months ended March 31, 2024. In determining an allowance, we would estimate loss rates based upon historical loss experienced and adjusted for factors that are relevant to determining the expected collectability of accounts receivable. Some of these factors include historical loss experience, delinquency trends, aging behavior of receivables, credit and liquidity quality indicators of customers classes, local behavior, the current and expected future economic and market conditions and balances owed when customers are also suppliers of cost inputs. |
Share-based compensation | Share-based compensation The Company measures compensation expense for all stock-based awards in accordance with ASC Topic 718, Compensation - Stock Compensation. Share-based compensation is measured at fair value on grant date and recognized as compensation expense ratably over the course of the requisite service period. The fair value of restricted stock units (“RSUs”) is typically determined based on the fair value of the related shares on the date of grant. The Company has elected to record forfeitures of employee awards as they occur. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the decrease in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Comprehensive loss is reported in the consolidated statements of comprehensive loss, including net loss and foreign currency translation adjustments, presented net of tax. |
Net Loss per Share | Net Loss per Share Basic net loss per share attributable to common stockholders is derived by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalent, if any. The Company has outstanding warrants of 6,911,109. The warrants entitle the holder to purchase one share of common stock at an exercise price of $11.50 per share. The warrants are out-of-the-money warrants and have not been considered in the net loss per share calculation as they are anti-dilutive. As the Business Combination has been accounted for as a reverse recapitalization, the consolidated financial statements of the merged entity reflect the continuation of AFRAG’s. financial statements; The Company’s equity has been retroactively adjusted to the earliest period presented. As a result, net loss per share was also retrospectively adjusted for periods ended prior to the Merger. See Note 3 for details of this Business Combination recapitalization. |
Accounting Changes | Accounting Changes Leases On January 1, 2022, and effective January 1, 2022, the Company adopted ASU 2016-02, “Leases (Topic 842)” using the modified retrospective transition method allowing it to apply the new standard at the adoption date and to recognize a cumulative-effect adjustment to the opening balance of retained earnings on the date of adoption. Under this transition method, the prior comparative period continues to be reported under the accounting standards in effect for that period. The Company elected to use the package of practical expedients permitted which allows (i) an entity not to reassess whether any expired or existing contracts are or contain leases; (ii) an entity need not reassess the lease classification for any expired or existing leases; and (iii) an entity need not reassess any initial direct costs for any existing leases. The Company made an accounting policy election to adopt the short-term lease exception which allows the Company to not recognize on the balance sheet those leases with terms of 12 months or less resulting in short-term lease payments being recognized in the condensed consolidated statements of income on a straight-line basis over the lease term. All of the Company’s leases were previously classified as operating and are similarly classified as operating lease under the new standard. Adoption of the new standard resulted in recognition of right-of-use assets and related lease liabilities of $2,336,336 as of January 1, 2022. There was no cumulative effect on retained earnings upon adoption. Revenue from Contracts with Customers The Company adopted ASC 606 - Revenue from Contracts with Customers, effective January 1, 2022. Prior to 2022, the Company had no revenue from contracts with customers. Upon adoption of ASC 606, the Company recognizes revenue when the product is received by the customer for domestic transactions or by the customer’s international carrier for its international transactions. The Company believes this better reflects the point at which the customer has control of the product as required by ASC 606. The adoption of ASC 606 did not have a material impact on the Company’s consolidated financial statements. |
Concentrations of Business Risk | Concentrations of Business Risk Revenue from significant customer, which is defined as 10% or more of total revenue for the three months ended March 31, 2024, was as follows: Customer A 27 % Customer B 13 % |
Related Parties and Transactions | Related Parties and Transactions The Company identifies related parties, and accounts for, discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards. Parties, which can be an entity or individual, are considered to be related if they have the ability, directly or indirectly, to control the Company or exercise significant influence over the Company in making financial and operational decisions. Entities are also considered to be related if they are subject to common control or common significant influence. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment are Depreciated on a Straight-Line Basis | Property, plant and equipment are depreciated on a straight-line basis over the following periods: Buildings 40 years Irrigation equipment 20 years Industrial equipment 6-10 years Office furniture and equipment 5 years Motor vehicle and transportation equipment 10 years Other equipment 3 years |
Schedule of Revenue from Significant Customer | Revenue from significant customer, which is defined as 10% or more of total revenue for the three months ended March 31, 2024, was as follows: Customer A 27 % Customer B 13 % |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination [Abstract] | |
Schedule of the Following Table Reflects the Net Assets Acquired In the Business Combination | The following table reflects the net assets acquired in the Business Combination: Cash proceeds from 10X Capital Venture Acquisition Corp. II, net of redemptions, net of transaction costs $ 1,221,806 Prepaid expenses 28,775 Accounts payable (9,756,621 ) Accrued expenses (7,892,578 ) Related party payable to the SPAC Sponsor (1,668,778 ) Net liabilities acquired $ (18,067,396 ) |
Schedule of the Following Table Reflects Movement in the Consolidated Statements of Cash Flows as a Result | The following table reflects movement in the Consolidated Statements of Cash Flows as a result Cash proceeds from 10X Capital Venture Acquisition Corp. II, net of redemptions $ 2,887,743 Less: Cash payment of 10X Capital Venture Acquisition Corp. II transaction costs and payables (1,665,937 ) Net cash from business combination 1,221,806 Cash proceeds from CSED Financing 5,750,000 Less: Cash payment of CSED transaction costs (100,000 ) Net cash proceeds upon the closing of the Business Combination and PIPE financing $ 6,871,806 |
Schedule of Number of Shares of Common Stock Issued as Part of the Business Combination | The following table presents the number of shares of the Company’s Common Stock issued as part of the Business Combination to the SPAC shareholders. 10X Capital Venture Acquisition Corp. II non redeemed shares 262,520 Conversion of 1,000,000 10X Capital Venture Acquisition Corp. II Class A shares into Company Common Stock 1,000,000 Conversion of 655,000 10X Capital Venture Acquisition Corp. II units into Company Common Stock (and warrants) 655,000 Conversion of 5,666,667 10X Capital Venture Acquisition Corp. II Class B shares into Company Common Stock 5,666,667 Total 10X Capital Venture Acquisition Corp. II shares 7,584,187 Merger agreement waiver shares 3,000,000 Total shares of Common Stock 10,584,187 |
Property Plant and Equipment (T
Property Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment, Net | Property plant and equipment, net consists of the following: March 31, December 31, Buildings $ 95,840 $ 98,030 Office furniture and equipment 107,964 110,073 Irrigation and industrial equipment 4,283,453 4,379,527 Motor vehicle and transportation equipment 25,558 24,232 Infrastructure in process 752,110 - Other equipment 378,859 387,511 Total 5,643,784 4,999,373 Less: accumulated depreciation (2,920,941 ) (2,929,686 ) Property, plant, and equipment, net $ 2,722,843 $ 2,069,687 Depreciation expense $ 56,819 $ 235,837 |
Prepaids and Supplier Advances
Prepaids and Supplier Advances (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Prepaids and Supplier Advances [Abstract] | |
Schedule of Prepaids and Supplier Advances | March 31, December 31, Prepaid insurance $ 674,239 $ 915,956 Retainers 143,462 158,462 Total $ 817,701 $ 1,074,418 March 31, December 31, Supplier advances $ 2,487,448 $ 1,058,798 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Consolidated Statement of Operations | The associated lease costs have been recognized in our consolidated statement of operations as follows: March 31, December 31, 2024 2023 Operating lease cost $ 207,384 $ 373,011 |
Schedule of Consolidated Financial Statements | Other information about the lease amounts recognized in our consolidated financial statements is as follows: March 31, December 31, Weighted-average remaining lease term – operating leases 27.1 years 27.2 years Weighted-average incremental borrowing rate – operating leases 11.17 % 11.18 % |
Schedule of Consolidated Balance Sheet | Our lease liabilities as reported on the accompanying consolidated balance sheet consists of the following: March 31, December 31, Gross lease liabilities $ 20,646,469 $ 20,798,943 Less: Imputed interest 13,929,573 14,119,732 Present value of lease liabilities 6,716,896 $ 6,679,211 Less: current portion of lease liabilities 69,169 66,785 Total long-term lease liabilities $ 6,647,727 $ 6,612,426 |
Schedule of Operating Leases | The following summarizes our rent payments for the Fass Lease, the Niger Land Right and the Mauritania Lease operating leases as of March 31, 2024: 2024, remaining $ 673,183 2025 826,533 2026 827,426 2027 828,338 2028 829,267 Thereafter 16,661,722 $ 20,646,469 |
Intangible Asset (Tables)
Intangible Asset (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Asset Net | The intangible asset, net consists of the following: March 31, December 31, Land use right $ 5,104,546 $ 5,104,546 Less: Accumulated amortization (705,743 ) (676,740 ) Intangible asset, net $ 4,398,803 $ 4,427,806 |
Scheduled of Amortization of the Land Use Right | Scheduled amortization of the land use right at March 31, 2024 are as follows: 2024, remaining $ 87,009 2025 116,012 2026 116,012 2027 116,012 2028 116,012 Thereafter 3,847,746 $ 4,398,803 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory [Abstract] | |
Schedule of Recoverability of Inventories | There is no contemplation of any write down of our current inventory. March 31, December 31, 2023 Seed costs, fertilizer, other direct costs to be allocated over cycle – current $ 223,635 $ 228,743 Inventory available for sale 54 818 Seed inventory 25,702 26,290 Fertilizer, phytosanitary materials and fuel 5,753 8,159 Inventory – current $ 255,144 $ 264,010 Long term inventory - 57,186 Total inventory $ 255,144 $ 321,196 |
Related Party Note Payables a_2
Related Party Note Payables and Transactions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Note Payables and Transactions [Abstract] | |
Schedule of Related Party Obligations | The related party obligations of the Company are comprised of the following: Maech 31, December 31, Global Commodities $ 206,287 $ 206,287 10X Capital SPAC Sponsor II New Note 1,639,188 1,639,188 Total $ 1,845,475 $ 1,845,475 |
Schedule of Related Party Payable Maturity | As of March 31, 2024, the related party payable has the following maturity schedule: 2024 $ 1,639,188 2025 — 2026 — 2027 108,277 2028 98,010 $ 1,845,475 |
Schedule of Related Party Payables Imputed Interest Rate | The following table summarizes imputed interest to related parties during the three month period ended March 31, 2024. As this interest has not been paid on an annual basis it has been recorded as additional paid-in-capital. March 31, March 31, Imputed interest rate (SOFR + 2.5%) 7.84 % 7.36 % Imputed interest – additional paid-in-capital $ 36,160 $ 3,099 |
Seller Note Payable (Tables)
Seller Note Payable (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Seller Note Payable [Abstract] | |
Schedule of Net of Unamortized Discount and the Unamortized Amendment Fee | The seller note payable is presented net of unamortized discount and the unamortized amendment fee arising from the November 2022 amendment. March 31, December 31, Seller note payable, including 2022 amendment fee $ 1,997,222 $ 2,042,528 Add: interest on delayed instalment 144,239 119,403 Add: 2023 debt amendment fee 377,706 386,274 Add: 2023 fees 21,583 21,692 Total $ 2,540,750 $ 2,569,897 |
Employee and Non-Employee Sha_2
Employee and Non-Employee Share Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Employee and Non-Employee Share Based Compensation [Abstract] | |
Schedule of Stock Award Activity and Related | A summary of stock award activity and related information is as follows, as adjusted for the conversion mechanism described above: Number of Weighted Average Remaining Grant Date Plan Awards: Employees: Nonvested at December 31, 2023 7,739,096 2.84 $ 80,230,189 Awarded during the period — — — Vested during the period 1,120,974 — 12,843,770 Forfeited, canceled, or expired — — — Nonvested – March 31, 2024 6,618,122 2.59 $ 67,386,419 Non-employees: Nonvested – December 31, 2023 502,452 2.28 $ 5.472,595 Awarded during the period — — — Vested during the period 88,522 — 1,014,240 Forfeited, canceled, or expired 4,498 — 5,425 Nonvested – March 31, 2024 409,432 2.00 $ 4.452,930 Awards outside of the Plan: Employees: Nonvested – December 31, 2023 2,356,497 0.17 $ 27,000,000 Awarded during the period — — — Vested during the period 2,356,497 — 27,000,000 Forfeited, canceled, or expired — — — Nonvested – March 31, 2024 0 0 $ 0 |
Schedule of Share-Based Compensation Expense Recognized in the Statement of Operations | The table below shows share-based compensation expense recognized in the statement of operations for the three months ended March 31, 2024 and March 31, 2023, respectively: 2024 2023 Share based compensation expense: Employee compensation $ 10,400,467 $ 7,737,678 Professional fees 461,221 245,336 Total $ 10,861,688 $ 7,983,014 |
Description of Organization a_2
Description of Organization and Business Operations and Liquidity (Details) - USD ($) | 3 Months Ended | ||||||
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Feb. 28, 2018 | Jan. 15, 2018 | |
Description of Organization and Business Operations and Liquidity [Line Items] | |||||||
Net loss | $ (12,663,598) | $ (9,603,752) | $ (9,603,752) | ||||
Additional funds in aggregate tranche | 11,500,000 | ||||||
Global Commodities [Member] | |||||||
Description of Organization and Business Operations and Liquidity [Line Items] | |||||||
Cash used in continuing operations | $ 1,900,000 | ||||||
AFRAG [Member] | |||||||
Description of Organization and Business Operations and Liquidity [Line Items] | |||||||
Business combination, voting interest percentage | 59.60% | ||||||
First Tranche [Member] | |||||||
Description of Organization and Business Operations and Liquidity [Line Items] | |||||||
Additional funds in aggregate tranche | $ 5,750,000 | ||||||
Second Tranche [Member] | |||||||
Description of Organization and Business Operations and Liquidity [Line Items] | |||||||
Additional funds in aggregate tranche | 1,437,500 | ||||||
Third Tranche [Member] | |||||||
Description of Organization and Business Operations and Liquidity [Line Items] | |||||||
Additional funds in aggregate tranche | 1,437,500 | ||||||
Fourth Tranche [Member] | |||||||
Description of Organization and Business Operations and Liquidity [Line Items] | |||||||
Additional funds in aggregate tranche | 1,437,500 | ||||||
Fifth Tranche [Member] | |||||||
Description of Organization and Business Operations and Liquidity [Line Items] | |||||||
Additional funds in aggregate tranche | $ 1,437,500 | ||||||
Agro Industries Corp [Member] | |||||||
Description of Organization and Business Operations and Liquidity [Line Items] | |||||||
Ownership percentage | 91% | 100% | |||||
LFT [Member] | |||||||
Description of Organization and Business Operations and Liquidity [Line Items] | |||||||
Ownership percentage | 100% | ||||||
African Agriculture Niger SA [Member] | |||||||
Description of Organization and Business Operations and Liquidity [Line Items] | |||||||
Ownership percentage | 100% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended | ||
Mar. 31, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) | Jan. 01, 2022 USD ($) | |
Summary of Significant Accounting Policies [Line Items] | |||
Exchange rate | 0.001649 | ||
Estimate years | 3 years | ||
Hectares | 20,000 | ||
Intangible remaining term | 38 years | ||
Accounts receivable (in Dollars) | $ | $ 37,427 | $ 10,796 | |
Lease liabilities (in Dollars) | $ | $ 2,336,336 | ||
Warrant [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Warrant assumed (in Shares) | 6,884,908 | ||
Warrant issued (in Shares) | 26,201 | ||
Exercise price per share (in Dollars per share) | $ / shares | $ 11.5 | ||
Outstanding warrants (in Shares) | 6,911,109 | ||
Minimum [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Intangible remaining term | 44 years | ||
Maximum [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Intangible remaining term | 50 years | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Revenue percentage | 10% | ||
CFA [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Exchange rate | 1 | ||
Assets and Liabilities [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Exchange rate | 1 | ||
Assets and Liabilities [Member] | CFA [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Exchange rate | 0.001645 | ||
Common Stock [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Exercise price per share (in Dollars per share) | $ / shares | $ 11.5 | ||
Purchase share (in Shares) | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Property, Plant and Equipment are Depreciated on a Straight-Line Basis | Mar. 31, 2024 |
Buildings [Member] | |
Schedule of Property, Plant and Equipment are Depreciated on a Straight-Line Basis [Line Items] | |
Property, plant and equipment useful lives | 40 years |
Irrigation equipment [Member] | |
Schedule of Property, Plant and Equipment are Depreciated on a Straight-Line Basis [Line Items] | |
Property, plant and equipment useful lives | 20 years |
Office furniture and equipment [Member] | |
Schedule of Property, Plant and Equipment are Depreciated on a Straight-Line Basis [Line Items] | |
Property, plant and equipment useful lives | 5 years |
Motor vehicle and transportation equipment [Member] | |
Schedule of Property, Plant and Equipment are Depreciated on a Straight-Line Basis [Line Items] | |
Property, plant and equipment useful lives | 10 years |
Other equipment [Member] | |
Schedule of Property, Plant and Equipment are Depreciated on a Straight-Line Basis [Line Items] | |
Property, plant and equipment useful lives | 3 years |
Minimum [Member] | Industrial equipment [Member] | |
Schedule of Property, Plant and Equipment are Depreciated on a Straight-Line Basis [Line Items] | |
Property, plant and equipment useful lives | 6 years |
Maximum [Member] | Industrial equipment [Member] | |
Schedule of Property, Plant and Equipment are Depreciated on a Straight-Line Basis [Line Items] | |
Property, plant and equipment useful lives | 10 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Revenue from Significant Customer - Accounts Receivable [Member] | 3 Months Ended |
Mar. 31, 2024 | |
Customer Concentration Risk [Member] | Customer A [Member] | |
Schedule of Revenue from Significant Customer [Line Items] | |
Concentration risk, percentage | 27% |
Credit Concentration Risk [Member] | Customer B [Member] | |
Schedule of Revenue from Significant Customer [Line Items] | |
Concentration risk, percentage | 13% |
Business Combination (Details)
Business Combination (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Business Combination [Line Items] | |
Additional shares (in Shares) | shares | 3,000,000 |
Additional fund | $ 11,500,000 |
Registered shares (in Shares) | shares | 11,500,000 |
Aggregate of shares (in Shares) | shares | 11,597,408 |
Net cash proceeds received | $ 6,871,806 |
Capital Venture Acquisition Corp [Member] | |
Business Combination [Line Items] | |
Price per share (in Dollars per share) | $ / shares | $ 0.0001 |
African Agriculture Holdings Inc. [Member] | |
Business Combination [Line Items] | |
Price per share (in Dollars per share) | $ / shares | $ 10 |
Shares issued (in Shares) | shares | 1,233,167 |
AA Merger Agreement [Member] | |
Business Combination [Line Items] | |
Aggregate amount | $ 450,000,000 |
First Tranche [Member] | |
Business Combination [Line Items] | |
Funded in accordance | 5,750,000 |
Second Tranche [Member] | |
Business Combination [Line Items] | |
Funded in accordance | 1,437,500 |
Third Tranche [Member] | |
Business Combination [Line Items] | |
Funded in accordance | 1,437,500 |
Fourth Tranche [Member] | |
Business Combination [Line Items] | |
Funded in accordance | 1,437,500 |
Fifth Tranche [Member] | |
Business Combination [Line Items] | |
Funded in accordance | $ 1,437,500 |
Business Combination (Details)
Business Combination (Details) - Schedule of Net Assets Acquired In the Business Combination | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Schedule of Net Assets Acquired In the Business Combination [Abstract] | |
Cash proceeds from 10X Capital Venture Acquisition Corp. II, net of redemptions, net of transaction costs | $ 1,221,806 |
Prepaid expenses | 28,775 |
Accounts payable | (9,756,621) |
Accrued expenses | (7,892,578) |
Related party payable to the SPAC Sponsor | (1,668,778) |
Net liabilities acquired | $ (18,067,396) |
Business Combination (Details_2
Business Combination (Details) - Schedule of Movement in the Consolidated Statements of Cash Flows | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Schedule of Movement in the Consolidated Statements of Cash Flows [Abstract] | |
Cash proceeds from 10X Capital Venture Acquisition Corp. II, net of redemptions | $ 2,887,743 |
Less: Cash payment of 10X Capital Venture Acquisition Corp. II transaction costs and payables | (1,665,937) |
Net cash from business combination | 1,221,806 |
Cash proceeds from CSED Financing | 5,750,000 |
Less: Cash payment of CSED transaction costs | (100,000) |
Net cash proceeds upon the closing of the Business Combination and PIPE financing | $ 6,871,806 |
Business Combination (Details_3
Business Combination (Details) - Schedule of Number of Shares of Common Stock Issued as Part of the Business Combination | 3 Months Ended |
Mar. 31, 2024 shares | |
Business Combination, Separately Recognized Transactions [Line Items] | |
10X Capital Venture Acquisition Corp. II non redeemed shares | 262,520 |
Total 10X Capital Venture Acquisition Corp. II shares | 7,584,187 |
Merger agreement waiver shares | 3,000,000 |
Total shares of Common Stock | 10,584,187 |
Warrant [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Conversion of 10X Capital Venture Acquisition Corp. II Common Stock | 655,000 |
Class A Common Stock [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Conversion of 10X Capital Venture Acquisition Corp. II Common Stock | 1,000,000 |
Class B Ordinary Shares [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Conversion of 10X Capital Venture Acquisition Corp. II Common Stock | 5,666,667 |
Business Combination (Details_4
Business Combination (Details) - Schedule of Number of Shares of Common Stock Issued as Part of the Business Combination (Parentheticals) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
Business Combination, Separately Recognized Transactions [Line Items] | ||
Company Common Stock | 57,866,830 | 57,866,830 |
Warrant [Member] | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Company Common Stock | 655,000 | |
Class A Common Stock [Member] | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Company Common Stock | 1,000,000 | |
Class B Ordinary Shares [Member] | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Company Common Stock | 5,666,667 |
Property Plant and Equipment (D
Property Plant and Equipment (Details) - Schedule of Property Plant and Equipment, Net - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Schedule of Property Plant and Equipment, Net [Line Items] | ||
Property, plant and equipment gross | $ 5,643,784 | $ 4,999,373 |
Less: accumulated depreciation | (2,920,941) | (2,929,686) |
Property, plant, and equipment, net | 2,722,843 | 2,069,687 |
Depreciation expense | 56,819 | 235,837 |
Buildings [Member] | ||
Schedule of Property Plant and Equipment, Net [Line Items] | ||
Property, plant and equipment gross | 95,840 | 98,030 |
Furniture and Fixtures [Member] | ||
Schedule of Property Plant and Equipment, Net [Line Items] | ||
Property, plant and equipment gross | 107,964 | 110,073 |
Irrigation and Industrial Equipment [Member] | ||
Schedule of Property Plant and Equipment, Net [Line Items] | ||
Property, plant and equipment gross | 4,283,453 | 4,379,527 |
Motor Vehicle and Transportation Equipment [Member] | ||
Schedule of Property Plant and Equipment, Net [Line Items] | ||
Property, plant and equipment gross | 25,558 | 24,232 |
Infrastructure in process [Member] | ||
Schedule of Property Plant and Equipment, Net [Line Items] | ||
Property, plant and equipment gross | 752,110 | |
Other Equipment [Member] | ||
Schedule of Property Plant and Equipment, Net [Line Items] | ||
Property, plant and equipment gross | $ 378,859 | $ 387,511 |
Prepaids and Supplier Advance_2
Prepaids and Supplier Advances (Details) - Schedule of Prepaids and Supplier Advances - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Prepaids and Supplier Advances [Abstract] | ||
Prepaid insurance | $ 674,239 | $ 915,956 |
Retainers | 143,462 | 158,462 |
Total | 817,701 | 1,074,418 |
Supplier advances | $ 2,487,448 | $ 1,058,798 |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | |
Nov. 27, 2021 | Mar. 31, 2024 | |
Leases (Details) [Line Items] | ||
Analysis of borrowing rates | 6.25% | |
Hectares | 5,000 | |
Year term | 49 years | 20 years |
Planting of hectares | $ 1,100,000 | |
Aggregate of hectares | 2,200,000 | |
Agreement to pay | 86,000 | |
Payment amount will increase | 1,100,000 | |
Additional agreement | $ 129,000 | |
Agreed to invest | $ 30,000,000 | |
Annual cost of hectares | $ 300 | |
Percentage of annual net profits | 5% | |
Annual minimum payment | $ 122,000 | |
Operating Leases [Member] | ||
Leases (Details) [Line Items] | ||
Hectares | 2,033 | |
Year term | 15 years | |
Hectares percent | 80% | |
Hectares of Land [Member] | ||
Leases (Details) [Line Items] | ||
Hectares | 1,626 | |
Gie Dynn [Member] | ||
Leases (Details) [Line Items] | ||
Hectares | 1,626 | |
Gie Dynn [Member] | Operating Leases [Member] | ||
Leases (Details) [Line Items] | ||
Hectares | 1,626 | |
Project Over [Member] | Operating Leases [Member] | ||
Leases (Details) [Line Items] | ||
Year term | 20 years |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Consolidated Statement of Operations - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Schedule of Consolidated Statement of Operations [Abstract] | |||
Operating lease cost | $ 207,384 | $ 54,555 | $ 373,011 |
Leases (Details) - Schedule _2
Leases (Details) - Schedule of Consolidated Financial Statements | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Consolidated Financial Statements [Abstract] | ||
Weighted-average remaining lease term – operating leases | 27 years 1 month 6 days | 27 years 2 months 12 days |
Weighted-average incremental borrowing rate – operating leases | 11.17% | 11.18% |
Leases (Details) - Schedule _3
Leases (Details) - Schedule of Consolidated Balance Sheet - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Consolidated Balance Sheet [Abstract] | ||
Gross lease liabilities | $ 20,646,469 | $ 20,798,943 |
Less: Imputed interest | 13,929,573 | 14,119,732 |
Present value of lease liabilities | 6,716,896 | 6,679,211 |
Less: current portion of lease liabilities | 69,169 | 66,785 |
Total long-term lease liabilities | $ 6,647,727 | $ 6,612,426 |
Leases (Details) - Schedule _4
Leases (Details) - Schedule of Operating Leases - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Operating Leases [Abstract] | ||
2024, remaining | $ 673,183 | |
2025 | 826,533 | |
2026 | 827,426 | |
2027 | 828,338 | |
2028 | 829,267 | |
Thereafter | 16,661,722 | |
Total | $ 20,646,469 | $ 20,798,943 |
Intangible Asset (Details)
Intangible Asset (Details) - Land [Member] | Mar. 31, 2024 ha |
Intangible Asset [Line Items] | |
Land use right | 50 years |
Area of land | 20,000 |
Intangible Asset (Details) - Sc
Intangible Asset (Details) - Schedule of Intangible Asset Net - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Intangible Asset Net [Abstract] | ||
Land use right | $ 5,104,546 | $ 5,104,546 |
Less: Accumulated amortization | (705,743) | (676,740) |
Intangible asset, net | $ 4,398,803 | $ 4,427,806 |
Intangible Asset (Details) - _2
Intangible Asset (Details) - Scheduled of Amortization of the Land Use Right - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Scheduled of Amortization of The Land Use Right [Abstract] | ||
2024, remaining | $ 87,009 | |
2025 | 116,012 | |
2026 | 116,012 | |
2027 | 116,012 | |
2028 | 116,012 | |
Thereafter | 3,847,746 | |
Total | $ 4,398,803 | $ 4,427,806 |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of Recoverability of Inventories - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Recoverability of Inventories [Abstract] | ||
Seed costs, fertilizer, other direct costs to be allocated over cycle – current | $ 223,635 | $ 228,743 |
Inventory available for sale | 54 | 818 |
Seed inventory | 25,702 | 26,290 |
Fertilizer, phytosanitary materials and fuel | 5,753 | 8,159 |
Inventory – current | 255,144 | 264,010 |
Long term inventory | 57,186 | |
Total inventory | $ 255,144 | $ 321,196 |
Related Party Note Payables a_3
Related Party Note Payables and Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | |||
May 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Jan. 31, 2023 | |
Related Party Note Payables and Transactions [Line Items] | |||||||
Note drawn limit | $ 750,000 | ||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Outstanding amount | $ 1,639,188 | ||||||
Consulting payments | 850,488 | $ 1,265,383 | |||||
Global Commodities & Investments Ltd [Member] | |||||||
Related Party Note Payables and Transactions [Line Items] | |||||||
Related party loan | $ 16,130,522 | ||||||
Repayment of shares | $ 16,130,522 | ||||||
Sponsor [Member] | |||||||
Related Party Note Payables and Transactions [Line Items] | |||||||
Promissory note issued | $ 225,000 | ||||||
VCXA Merger Agreement [Member] | |||||||
Related Party Note Payables and Transactions [Line Items] | |||||||
Promissory note issued | 225,000 | ||||||
Additional notes issued | $ 62,000 | $ 338,879 | |||||
Related Party [Member] | |||||||
Related Party Note Payables and Transactions [Line Items] | |||||||
SOFR interest rate | 2.50% | ||||||
Les Fermes de la Teranga SA [Member] | |||||||
Related Party Note Payables and Transactions [Line Items] | |||||||
Consulting payments | $ 10,000 | ||||||
Common Stock [Member] | |||||||
Related Party Note Payables and Transactions [Line Items] | |||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||
Class B ordinary shares [Member] | |||||||
Related Party Note Payables and Transactions [Line Items] | |||||||
Common stock, par value (in Dollars per share) | $ 0.0001 |
Related Party Note Payables a_4
Related Party Note Payables and Transactions (Details) - Schedule of Related Party Obligations - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Related Party Obligations [Line Items] | ||
Related party obligations | $ 1,845,475 | $ 1,845,475 |
Global Commodities [Member] | ||
Schedule of Related Party Obligations [Line Items] | ||
Related party obligations | 206,287 | 206,287 |
10X Capital SPAC Sponsor II New Note [Member] | ||
Schedule of Related Party Obligations [Line Items] | ||
Related party obligations | $ 1,639,188 | $ 1,639,188 |
Related Party Note Payables a_5
Related Party Note Payables and Transactions (Details) - Schedule of Related Party Payable Maturity | Mar. 31, 2024 USD ($) |
Schedule of Related Party Payable Maturity [Abstract] | |
2024 | $ 1,639,188 |
2025 | |
2026 | |
2027 | 108,277 |
2028 | 98,010 |
Total | $ 1,845,475 |
Related Party Note Payables a_6
Related Party Note Payables and Transactions (Details) - Schedule of Related Party Payables Imputed Interest Rate - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Schedule of Related Party Payables Imputed Interest Rate [Abstract] | ||
Imputed interest rate (SOFR + 2.5%) | 7.84% | 7.36% |
Imputed interest – additional paid-in-capital | $ 36,160 | $ 3,099 |
Related Party Note Payables a_7
Related Party Note Payables and Transactions (Details) - Schedule of Related Party Payables Imputed Interest Rate (Parentheticals) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Schedule of Related Party Payables Imputed Interest Rate [Abstract] | ||
Secured overnight financing rate | 2.50% | 2.50% |
Seller Note Payable (Details)
Seller Note Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Nov. 01, 2023 | May 31, 2023 | Mar. 31, 2024 | |
Seller Note Payable [Abstract] | |||
Percentage of agreed to Pay | 6.30% | ||
Additional payable | $ 386,274 | ||
Agreed to pay fees | $ 21,700 |
Seller Note Payable (Details) -
Seller Note Payable (Details) - Schedule of Net of Unamortized Discount and the Unamortized Amendment Fee - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Net of Unamortized Discount and the Unamortized Amendment Fee [Abstract] | ||
Seller note payable, including 2022 amendment fee | $ 1,997,222 | $ 2,042,528 |
Add: interest on delayed instalment | 144,239 | 119,403 |
Add: 2023 debt amendment fee | 377,706 | 386,274 |
Add: 2023 fees | 21,583 | 21,692 |
Total | $ 2,540,750 | $ 2,569,897 |
Debt (Details)
Debt (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | |
Debt [Line Items] | ||||
Short term notes outstanding | $ 341,277 | $ 296,277 | ||
Promissory notes issued | $ 135,870 | $ 186,675 | ||
Related Party [Member] | ||||
Debt [Line Items] | ||||
Short term notes outstanding | $ 113,925 | |||
Convertibles Debt [Member] | ||||
Debt [Line Items] | ||||
Simple interest rate | 2.50% | 16% | ||
Promissory Note [Member] | ||||
Debt [Line Items] | ||||
Promissory notes issued | $ 300,000 | |||
Warrant [Member] | ||||
Debt [Line Items] | ||||
Shares issued (in Shares) | 30,000 | |||
Price per share (in Dollars per share) | $ 11.5 |
Commitments (Details)
Commitments (Details) | May 14, 2022 USD ($) ha |
Commitments [Line Items] | |
Agreed to distribute percent | 10% |
Agriculture allocate amount (in Dollars) | $ | $ 80,000 |
Agreement tenure | 25 years |
Extended for agreement | 20 years |
Directorate General of Water and Forests (“DGEF”) [Member] | |
Commitments [Line Items] | |
Forest reserves for a total area (in Hectares) | ha | 624,568 |
Contingent Liabilities (Details
Contingent Liabilities (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Contingent Liabilities [Abstract] | ||
Contingent liability | $ 2,275,771 | $ 2,332,801 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) | 3 Months Ended | |
Mar. 31, 2024 $ / shares shares | Dec. 31, 2023 shares | |
Stockholders Equity [Line Items] | ||
Ordinary shares, shares authorized | 300,000,000 | 300,000,000 |
Preferred stock shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 1 | |
Price of per warrant (in Dollars per share) | $ / shares | $ 0.01 | |
Common stock shares | 57,866,830 | 57,866,830 |
Public Warrants [Member] | ||
Stockholders Equity [Line Items] | ||
Warrant outstanding | 6,666,575 | |
Class A Ordinary Shares [Member] | ||
Stockholders Equity [Line Items] | ||
Ordinary shares, shares authorized | 350,000,000 | |
Common stock shares | 1,000,000 | |
Common Stock [Member] | ||
Stockholders Equity [Line Items] | ||
Ordinary shares, shares authorized | 300,000,000 | |
Common stock shares | 6,666,575 | |
Warrant exercisable (in Dollars per share) | $ / shares | $ 11.5 | |
Preferred Stock [Member] | ||
Stockholders Equity [Line Items] | ||
Preferred stock shares authorized | 50,000,000 | |
Common Stock [Member] | Class A Ordinary Shares [Member] | ||
Stockholders Equity [Line Items] | ||
Common stock, shares voting rights | one | |
Warrants [Member] | ||
Stockholders Equity [Line Items] | ||
Exercise price per share (in Dollars per share) | $ / shares | $ 11.5 | |
Newly issued price per share (in Dollars per share) | $ / shares | $ 18 | |
Warrants [Member] | Business Combination [Member] | ||
Stockholders Equity [Line Items] | ||
Trading days | 30 | |
Private Placement [Member] | Warrants [Member] | ||
Stockholders Equity [Line Items] | ||
Warrants | 244,534 | |
Common stock shares | 1 | |
Warrant exercisable (in Dollars per share) | $ / shares | $ 11.5 | |
Private placement warrants | 26,201 |
Employee and Non-Employee Sha_3
Employee and Non-Employee Share Based Compensation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Nov. 30, 2023 | Mar. 31, 2024 | Dec. 31, 2022 | |
Employee and Non-Employee Share Based Compensation [Line Items] | |||
Grant and expire term | 10 years | ||
Incentive stock awards percentage | 100% | ||
Stock awards per share (in Dollars per share) | $ 10 | ||
Grant fair value of stock awards (in Dollars per share) | $ 8.73 | ||
Share-based compensation cost (in Dollars) | $ 62,261,580 | ||
Restricted Stock Units (RSUs) [Member] | |||
Employee and Non-Employee Share Based Compensation [Line Items] | |||
Grant and expire term | 2 years 2 months 12 days | ||
Award outside of plan | 2,700,000 | ||
Board of Directors [Member] | |||
Employee and Non-Employee Share Based Compensation [Line Items] | |||
Granted shares | 2,885,640 | ||
Number of shares available for grant | 9,500,000 |
Employee and Non-Employee Sha_4
Employee and Non-Employee Share Based Compensation (Details) - Schedule of Stock Award Activity | 3 Months Ended |
Mar. 31, 2024 USD ($) shares | |
Share-Based Payment Arrangement, Employee [Member] | |
Employees: | |
Number of RSUs, Outstanding Beginning | shares | 2,356,497 |
Weighted average remaining contractual term (in years), Outstanding Beginning | 2 months 1 day |
Grant Date Fair Value, Outstanding Beginning | $ | $ 27,000,000 |
Number of RSUs, Awarded during the period | shares | |
Weighted average remaining contractual term (in years), Awarded during the period | |
Grant Date Fair Value, Awarded during the period | $ | |
Number of RSUs, Vested during the period | shares | 2,356,497 |
Weighted average remaining contractual term (in years) ,Vested during the period | |
Grant Date Fair Value, Vested during the period | $ | $ 27,000,000 |
Number of RSUs, Forfeited, canceled, or expired | shares | |
Weighted average remaining contractual term (in years), Forfeited, canceled, or expired | |
Grant Date Fair Value, Forfeited, canceled, or expired | $ | |
Number of RSUs, Outstanding Ending | shares | 0 |
Weighted average remaining contractual term (in years), Outstanding Ending | 0 years |
Grant Date Fair Value, Outstanding Ending | $ | $ 0 |
Share-Based Payment Arrangement, Employee [Member] | Restricted Stock Units (RSUs) [Member] | |
Employees: | |
Number of RSUs, Outstanding Beginning | shares | 7,739,096 |
Weighted average remaining contractual term (in years), Outstanding Beginning | 2 years 10 months 2 days |
Grant Date Fair Value, Outstanding Beginning | $ | $ 80,230,189 |
Number of RSUs, Awarded during the period | shares | |
Weighted average remaining contractual term (in years), Awarded during the period | |
Grant Date Fair Value, Awarded during the period | $ | |
Number of RSUs, Vested during the period | shares | 1,120,974 |
Weighted average remaining contractual term (in years) ,Vested during the period | |
Grant Date Fair Value, Vested during the period | $ | $ 12,843,770 |
Number of RSUs, Forfeited, canceled, or expired | shares | |
Weighted average remaining contractual term (in years), Forfeited, canceled, or expired | |
Grant Date Fair Value, Forfeited, canceled, or expired | $ | |
Number of RSUs, Outstanding Ending | shares | 6,618,122 |
Weighted average remaining contractual term (in years), Outstanding Ending | 2 years 7 months 2 days |
Grant Date Fair Value, Outstanding Ending | $ | $ 67,386,419 |
Share-Based Payment Arrangement, Nonemployee [Member] | Restricted Stock Units (RSUs) [Member] | |
Employees: | |
Number of RSUs, Outstanding Beginning | shares | 502,452 |
Weighted average remaining contractual term (in years), Outstanding Beginning | 2 years 3 months 10 days |
Grant Date Fair Value, Outstanding Beginning | $ | $ 5.472595 |
Number of RSUs, Awarded during the period | shares | |
Weighted average remaining contractual term (in years), Awarded during the period | |
Grant Date Fair Value, Awarded during the period | $ | |
Number of RSUs, Vested during the period | shares | 88,522 |
Weighted average remaining contractual term (in years) ,Vested during the period | |
Grant Date Fair Value, Vested during the period | $ | $ 1,014,240 |
Number of RSUs, Forfeited, canceled, or expired | shares | 4,498 |
Weighted average remaining contractual term (in years), Forfeited, canceled, or expired | |
Grant Date Fair Value, Forfeited, canceled, or expired | $ | $ 5,425 |
Number of RSUs, Outstanding Ending | shares | 409,432 |
Weighted average remaining contractual term (in years), Outstanding Ending | 2 years |
Grant Date Fair Value, Outstanding Ending | $ | $ 4.452930 |
Employee and Non-Employee Sha_5
Employee and Non-Employee Share Based Compensation (Details) - Schedule of Share-Based Compensation Expense - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Schedule of Share-Based Compensation Expense [Line Items] | ||
Share based compensation expense | $ 10,861,688 | $ 7,983,014 |
Employee Compensation [Member] | ||
Schedule of Share-Based Compensation Expense [Line Items] | ||
Share based compensation expense | 10,400,467 | 7,737,678 |
Professional Fees [Member] | ||
Schedule of Share-Based Compensation Expense [Line Items] | ||
Share based compensation expense | $ 461,221 | $ 245,336 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | May 16, 2024 | Apr. 08, 2024 | Apr. 04, 2024 |
Subsequent Events [Line Items] | |||
Secured promissory note | $ 190,000 | $ 300,000 | |
Interest rate | 15% | 15% | |
Warrants to acquire (in Shares) | 93,229 | 200,000 | |
Price per share (in Dollars per share) | $ 0.4076 | $ 0.3 | |
Payable | $ 330,000 | ||
Company's capital | $ 5,000,000 |